Common use of Indenture Trustee as Securities Intermediary Clause in Contracts

Indenture Trustee as Securities Intermediary. (a) The Indenture Trustee or other Person holding the Series 2011-2 Reserve Account, the Series 2011-2 Yield Supplement Account or the Series 2011-2 Distribution Account (each a “Series 2011-2 Designated Account”) shall be the “Securities Intermediary”. If the Securities Intermediary in respect of any Series 2011-2 Designated Account is not the Indenture Trustee, the Issuer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5A.12. (b) The Securities Intermediary agrees that: (i) The Series 2011-2 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Series 2011-2 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2011-2 Designated Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to this Indenture Supplement will be promptly credited to the appropriate Series 2011-2 Designated Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series 2011-2 Designated Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Series 2011-2 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Administrator; (vi) The Series 2011-2 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 2011-2 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of this Indenture Supplement, will not enter into, any agreement with any other Person relating to the Series 2011-2 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Indenture Supplement will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5A.12(b)(v) of this Indenture Supplement; and (viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Series 2011-2 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 2011-2 Designated Accounts or in any Financial Asset credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2011-2 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Administrator and the Issuer thereof. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2011-2 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2011-2 Designated Accounts.

Indenture Trustee as Securities Intermediary. (a) The Indenture Trustee or other Person holding the Series 20112009-2 3 Reserve Account, the Series 20112009-2 3 Yield Supplement Account or the Series 20112009-2 3 Distribution Account (each a “Series 20112009-2 3 Designated Account”) shall be the “Securities Intermediary”. If the Securities Intermediary in respect of any Series 20112009-2 3 Designated Account is not the Indenture Trustee, the Issuer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5A.12. (b) The Securities Intermediary agrees that: (i) The Series 20112009-2 3 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Series 20112009-2 3 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 20112009-2 3 Designated Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to this Indenture Supplement will be promptly credited to the appropriate Series 20112009-2 3 Designated Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series 20112009-2 3 Designated Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Series 20112009-2 3 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Administrator; (vi) The Series 20112009-2 3 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 20112009-2 3 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of this Indenture Supplement, will not enter into, any agreement with any other Person relating to the Series 20112009-2 3 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Indenture Supplement will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5A.12(b)(v) of this Indenture Supplement; and (viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Series 20112009-2 3 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 20112009-2 3 Designated Accounts or in any Financial Asset credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 20112009-2 3 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Administrator and the Issuer thereof. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 20112009-2 3 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 20112009-2 3 Designated Accounts.

Indenture Trustee as Securities Intermediary. (a) The Indenture Trustee or other Person holding the Series 20112007-2 Reserve Account, the Series 2011-2 Yield Supplement Account or the Series 2011-2 1 Distribution Account (each a “Series 2011-2 Designated Account”) Accounts shall be the “Series 2007-1 Securities Intermediary”. .” If the Series 2007-1 Securities Intermediary in respect of any Series 20112007-2 Designated 1 Distribution Account is not the Indenture Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Series 2007-1 Securities Intermediary set forth in this Section 5A.124.11. (b) The Series 2007-1 Securities Intermediary agrees that: (i) The Series 20112007-2 Designated 1 Distribution Accounts are accounts to which Financial Assets will or may be credited; (ii) The Series 2007-1 Distribution Accounts are “financial assetssecurities accounts” within the meaning of Section 8-102(a)(9) (501 of the New York UCC and the Series 2007-1 Securities Intermediary qualifies as a “Financial Assets”securities intermediary” under Section 8-102(a) of the UCC in effect in the State of New York (the “New York UCC”) will be credited; (iiiii) All securities or other property (other than cash) underlying any Financial Assets credited to any Series 20112007-2 Designated 1 Distribution Account shall be registered in the name of the Series 2007-1 Securities Intermediary, indorsed to the Series 2007-1 Securities Intermediary or in blank or credited to another securities account maintained in the name of the Series 2007-1 Securities Intermediary Intermediary, and in no case will any Financial Asset credited to any Series 20112007-2 Designated 1 Distribution Account be registered in the name of the Master Issuer, payable to the order of the Master Issuer or specially endorsed indorsed to the Master Issuer; (iiiiv) All property delivered to the Series 2007-1 Securities Intermediary pursuant to this Indenture Series 2007-1 Supplement will be promptly credited to the appropriate Series 20112007-2 Designated 1 Distribution Account; (ivv) Each item of property (whether investment property, security, instrument or cash) credited to a any Series 20112007-2 Designated 1 Distribution Account shall be treated as a Financial Asset; (vvi) If at any time the Series 2007-1 Securities Intermediary shall receive any entitlement order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Series 20112007-2 Designated 1 Distribution Accounts, the Series 2007-1 Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer or the Administratorany other Person; (vivii) The Series 20112007-2 Designated 1 Distribution Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, as in effect in any applicable jurisdiction, the State of New York shall be deemed to the Series 2007-1 Securities Intermediary’s jurisdiction and the Series 20112007-2 Designated 1 Distribution Accounts (as well as the “securities security entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York; (viiviii) The Series 2007-1 Securities Intermediary has not entered into, and until termination of this Indenture Series 2007-1 Supplement, will not enter into, any agreement with any other Person relating to the Series 20112007-2 Designated 1 Distribution Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with “entitlement orders orders” (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person Person, and the Series 2007-1 Securities Intermediary has not entered into, and until the termination of this Indenture Series 2007-1 Supplement will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5A.12(b)(v4.11(b)(vi) of this Indenture Series 2007-1 Supplement; and (viiiix) Except for the claims and interest of the Indenture Trustee Trustee, the Secured Parties and the Master Issuer in the Series 20112007-2 Designated 1 Distribution Accounts, neither the Series 2007-1 Securities Intermediary nor, in the case of the Indenture Trustee, any Trust Officer knows of no any claim to, or interestinterest in, in the any Series 20112007-2 Designated Accounts 1 Distribution Account or in any Financial Asset credited thereto. If the Series 2007-1 Securities Intermediary or, in the case of the Indenture Trustee, a Trust Officer has actual knowledge of the assertion by any other person of any lienLien, encumbrance, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 20112007-2 Designated 1 Distribution Account or in any Financial Asset carried therein, the Series 2007-1 Securities Intermediary will promptly notify the Indenture Trustee, the Administrator Control Party and the Master Issuer thereof. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 20112007-2 Designated 1 Distribution Accounts and in all proceeds thereof, and shall (acting at the direction of the Control Party) be the only person Person authorized to originate entitlement orders in respect of the Series 20112007-2 Designated 1 Distribution Accounts.

Indenture Trustee as Securities Intermediary. (a) The Indenture Trustee or other Person holding the Series 20112009-2 1 Reserve Account, the Series 20112009-2 1 Yield Supplement Account or the Series 20112009-2 1 Distribution Account (each a “Series 20112009-2 1 Designated Account”) shall be the “Securities Intermediary”. If the Securities Intermediary in respect of any Series 20112009-2 1 Designated Account is not the Indenture Trustee, the Issuer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5A.12. (b) The Securities Intermediary agrees that: (i) The Series 20112009-2 1 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Series 20112009-2 1 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 20112009-2 1 Designated Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to this Indenture Supplement will be promptly credited to the appropriate Series 20112009-2 1 Designated Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series 20112009-2 1 Designated Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Series 20112009-2 1 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Administrator; (vi) The Series 20112009-2 1 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 20112009-2 1 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of this Indenture Supplement, will not enter into, any agreement with any other Person relating to the Series 20112009-2 1 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Indenture Supplement will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5A.12(b)(v) of this Indenture Supplement; and (viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Series 20112009-2 1 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 20112009-2 1 Designated Accounts or in any Financial Asset credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 20112009-2 1 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Administrator and the Issuer thereof. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 20112009-2 1 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 20112009-2 1 Designated Accounts.

Indenture Trustee as Securities Intermediary. (a) The Indenture Trustee or other Person holding the Series 20112009-2 4 Reserve Account, the Series 20112009-2 4 Yield Supplement Account or the Series 20112009-2 4 Distribution Account (each a “Series 20112009-2 4 Designated Account”) shall be the “Securities Intermediary”. If the Securities Intermediary in respect of any Series 20112009-2 4 Designated Account is not the Indenture Trustee, the Issuer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5A.12. (b) The Securities Intermediary agrees that: (i) The Series 20112009-2 4 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Series 20112009-2 4 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 20112009-2 4 Designated Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to this Indenture Supplement will be promptly credited to the appropriate Series 20112009-2 4 Designated Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series 20112009-2 4 Designated Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Series 20112009-2 4 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Administrator; (vi) The Series 20112009-2 4 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 20112009-2 4 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of this Indenture Supplement, will not enter into, any agreement with any other Person relating to the Series 20112009-2 4 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Indenture Supplement will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5A.12(b)(v) of this Indenture Supplement; and (viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Series 20112009-2 4 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 20112009-2 4 Designated Accounts or in any Financial Asset credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 20112009-2 4 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Administrator and the Issuer thereof. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 20112009-2 4 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 20112009-2 4 Designated Accounts.

Indenture Trustee as Securities Intermediary. (a) The Indenture Trustee or other Person holding the Series 20112009-2 Reserve Account, the Series 20112009-2 Yield Supplement Account or the Series 20112009-2 Distribution Account (each a “Series 20112009-2 Designated Account”) shall be the “Securities Intermediary”. If the Securities Intermediary in respect of any Series 20112009-2 Designated Account is not the Indenture Trustee, the Issuer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5A.12. (b) The Securities Intermediary agrees that: (i) The Series 20112009-2 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Series 20112009-2 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 20112009-2 Designated Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to this Indenture Supplement will be promptly credited to the appropriate Series 20112009-2 Designated Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series 20112009-2 Designated Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Series 20112009-2 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Administrator; (vi) The Series 20112009-2 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 20112009-2 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of this Indenture Supplement, will not enter into, any agreement with any other Person relating to the Series 20112009-2 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Indenture Supplement will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5A.12(b)(v) of this Indenture Supplement; and (viii) Except for the claims and interest of the Indenture Trustee and the Issuer in the Series 20112009-2 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 20112009-2 Designated Accounts or in any Financial Asset credited thereto. If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 20112009-2 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Administrator and the Issuer thereof. (c) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 20112009-2 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 20112009-2 Designated Accounts.

Indenture Trustee as Securities Intermediary. (a) The Indenture Trustee or other Person holding any Account held in the Series 2011-2 Reserve Account, name of the Series 2011-2 Yield Supplement Account or Indenture Trustee for the Series 2011-2 Distribution Account benefit of the Secured Parties (each a collectively the “Series 2011-2 Designated AccountMaster Issuer Trustee Accounts”) shall be the “Securities Intermediary”. .” If the Securities Intermediary in respect of any Series 2011-2 Designated Master Issuer Trustee Account is not the Indenture Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Securities Intermediary set forth in this Section 5A.1210.9. (b) The Securities Intermediary agrees that: (i) The Series 2011-2 Designated Master Issuer Trustee Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will or may be credited; (ii) The Master Issuer Trustee Accounts are “securities accounts” within the meaning of Section 8-501 of the New York UCC and the Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC; (iii) All securities or other property (other than cash) underlying any Financial Assets credited to any Series 2011-2 Designated Master Issuer Trustee Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2011-2 Designated Master Issuer Trustee Account be registered in the name of the Master Issuer, payable to the order of the Master Issuer or specially endorsed indorsed to the Master Issuer; (iiiiv) All property delivered to the Securities Intermediary pursuant to this Base Indenture Supplement will be promptly credited to the appropriate Series 2011-2 Designated Master Issuer Trustee Account; (ivv) Each item of property (whether investment property, security, instrument or cash) credited to a Series 2011-2 Designated Master Issuer Trustee Account shall be treated as a Financial AssetAsset under Article 8 of the New York UCC; (vvi) If at any time the Securities Intermediary shall receive any entitlement order from the Indenture Trustee (including those directing transfer or redemption of any Financial Asset Asset) relating to the Series 2011-2 Designated Master Issuer Trustee Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer or the Administratorany other Person; (vivii) The Series 2011-2 Designated Master Issuer Trustee Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCCall applicable UCCs, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Series 2011-2 Designated Master Issuer Trustee Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York; (viiviii) The Securities Intermediary has not entered into, and until termination of this Indenture SupplementBase Indenture, will not enter into, any agreement with any other Person relating to the Series 2011-2 Designated Master Issuer Trustee Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Base Indenture Supplement will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5A.12(b)(v) of this Indenture Supplement10.9(b)(vi); and (viiiix) Except for the claims and interest of the Indenture Trustee Trustee, the Secured Parties, the Master Issuer and the Issuer other Securitization Entities in the Series 2011-2 Designated Master Issuer Trustee Accounts, neither the Securities Intermediary nor, in the case of the Indenture Trustee, any Trust Officer knows of no any claim to, or interestinterest in, in the Series 2011-2 Designated Master Issuer Trustee Accounts or in any Financial Asset credited thereto. If the Securities Intermediary or, in the case of the Trustee, a Trust Officer has actual knowledge Actual Knowledge of the assertion by any other person of any lienLien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2011-2 Designated Master Issuer Trustee Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Administrator Control Party and the Master Issuer thereof. (c) The At any time after the occurrence and during the continuation of an Event of Default, the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2011-2 Designated Master Issuer Trustee Accounts and all other Eligible Accounts held with, or subject to an account control agreement in favor of, the Indenture Trustee, and in all proceeds thereof, and (acting at the direction of the applicable Series Controlling Party) shall be the only person Person authorized to originate entitlement orders in respect of the Series 2011-2 Designated Master Issuer Trustee Accounts; provided, however, that at all other times the Master Issuer shall, subject to the terms of the Indenture and the other related documents, be authorized to instruct the Indenture Trustee to originate entitlement orders in respect of the Master Issuer Trustee Accounts.