Common use of Maintenance of Accounts Clause in Contracts

Maintenance of Accounts. (a) Each of Seller, Custodian and Buyer hereby appoints Bank as subcustodian of all Securities at any time delivered to, and accepted by, Bank on its behalf in connection with this Agreement and as its agent to effect Repurchase Transactions as specified in this Agreement. Bank hereby accepts appointment as subcustodian and agent and agrees to establish and maintain Buyer's Account (as defined below) as provided hereunder. (b) Bank maintains a cash account for cash and a custody account for securities and other property for the benefit of Seller (collectively, "Seller's Account"). Seller, Custodian and Buyer instruct Bank to establish and maintain a cash account for cash and a custody account for securities and other property for the benefit of Buyer (collectively, "Buyer's Account"). Bank hereby acknowledges that Bank holds Buyer's Account and all securities, cash or other property from time to time deposited in Buyer's Account, as bailee and securities intermediary on Buyer's behalf, subject to this Agreement. Bank shall segregate all securities, cash and other property in Buyer's Account from the assets of Bank or other persons in its possession by appropriate identification on the books and records of Bank. Bank hereby waives any security interest, lien or right of setoff against Buyer's Account and the property therein. (c) Bank and Buyer intend that the receipt and maintenance by Bank of property in Buyer's Account and property received by Bank from Buyer in connection with this Agreement until credited to Buyer's Account shall constitute a bailment under the laws of the State of New York subject to this Agreement and not a debtor-creditor relationship. With respect to cash, Bank and Buyer intend to create a special deposit account in favor of Buyer. Bank shall not pay any interest on any cash held at any time in Buyer's Account. The parties intend that: (i) Buyer's custody account shall be a "securities account", (ii) Bank shall be a "securities intermediary" and (iii) all property in Buyer's Account, other than cash, shall be a "financial asset" and "investment property" (as such terms are defined in revised Articles 8 and 9 of the Uniform Commercial Code as the same may be (or deemed to be) in effect pursuant to applicable law or regulation). The parties acknowledge that Bank is a commercial bank acting as custodian for Buyer as a customer in connection with the securities contracts contemplated by this Agreement, and therefore, Buyer is a "financial institution" within the meaning of Section 101 of the federal Bankruptcy Code. (d) All property from time to time in Seller's Account shall be owned and controlled solely by Seller, and Bank shall follow only Seller's instructions with respect to Seller's Account. All property from time to time in Buyer's Account shall be owned and controlled solely by Buyer, and Bank shall follow only Buyer's instructions (including the instruction contained in the next sentence) with respect to Buyer's Account. The provisions of this Agreement set forth circumstances in which Seller may give Bank instructions with respect to the transfer of Securities in Buyer's Account, and Buyer hereby instructs Bank to follow such instructions of Seller in accordance with the provisions of this Agreement.

Maintenance of Accounts. (a) Each The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Bank Accounts and in all proceeds thereof for the benefit of Sellerthe Noteholders and all such funds, Custodian investments, proceeds and Buyer hereby appoints income shall be part of the Owner Trust Estate. Except as otherwise provided herein, the Bank as subcustodian Accounts shall be under the sole dominion and control of all Securities the Indenture Trustee for the benefit of the Noteholders. If, at any time delivered totime, and accepted byany of the Bank Accounts ceases to be an Eligible Account, Bank the Indenture Trustee shall notify the Servicer (who shall notify each Rating Agency), the Indenture Trustee (or the Servicer on its behalf in behalf, or at the direction of the Majority Holders) shall within five (5) Business Days establish a new Bank Account as an Eligible Account and shall transfer any cash and/or any investments to such new Bank Account. In connection with this Agreement and as its agent the foregoing, the Servicer agrees that, in the event that any of the Bank Accounts are not accounts with the Indenture Trustee, the Servicer shall notify the Indenture Trustee in writing promptly upon any of such Bank Accounts ceasing to effect Repurchase Transactions as specified in this Agreement. Bank hereby accepts appointment as subcustodian and agent and agrees to establish and maintain Buyer's Account (as defined below) as provided hereunderbe an Eligible Account. (b) With respect to the Bank maintains Account Property, the Indenture Trustee agrees that: (i) any Bank Account Property that is held in deposit accounts shall be held solely in the Eligible Accounts; and, except as otherwise provided herein, each such Eligible 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) any Bank Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a cash account for cash and a custody account for securities and other property intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the benefit of Seller (collectively, "Seller's Account"). Seller, Custodian and Buyer instruct Bank to establish and maintain a cash account for cash and a custody account for securities and other property for the benefit of Buyer (collectively, "Buyer's Account"). Bank hereby acknowledges that Bank holds Buyer's Account and all securities, cash or other property from time to time deposited in Buyer's Account, as bailee and securities intermediary on Buyer's behalf, subject to this Agreement. Bank shall segregate all securities, cash and other property in Buyer's Account from the assets of Bank or other persons in its possession by appropriate identification on the books and records of Bank. Bank hereby waives any security interest, lien or right of setoff against Buyer's Account and the property therein.Indenture Trustee; (ciii) Bank the Indenture Trustee shall act as the “securities intermediary”, and Buyer intend that as the receipt and maintenance by Bank Person holding the “securities entitlement” for purposes of property in Buyer's Account and property received by Bank from Buyer in connection with this Agreement until credited to Buyer's Account shall constitute a bailment under Section 8-501 of the laws UCC of the State of New York subject to this Agreement York, and not a debtorthe “securities intermediary’s jurisdiction” for purposes of Section 8-creditor relationship. With respect to cash, Bank and Buyer intend to create a special deposit account in favor 110 of Buyer. Bank shall not pay any interest on any cash held at any time in Buyer's Account. The parties intend that: (i) Buyer's custody account the UCC shall be the State of New York; (iv) any Bank Account Property that is a "securities account", (ii) Bank book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be a "securities intermediary" and (iii) all property in Buyer's Account, other than cash, shall be a "financial asset" and "investment property" (as such terms are defined in revised Articles 8 and 9 of the Uniform Commercial Code as the same may be (or deemed to be) in effect pursuant to applicable law or regulation). The parties acknowledge that Bank is a commercial bank acting as custodian for Buyer as a customer in connection with the securities contracts contemplated by this Agreement, and therefore, Buyer is a "financial institution" within the meaning of Section 101 of the federal Bankruptcy Code. (d) All property from time to time in Seller's Account shall be owned and controlled solely by Seller, and Bank shall follow only Seller's instructions with respect to Seller's Account. All property from time to time in Buyer's Account shall be owned and controlled solely by Buyer, and Bank shall follow only Buyer's instructions (including the instruction contained in the next sentence) with respect to Buyer's Account. The provisions of this Agreement set forth circumstances in which Seller may give Bank instructions with respect to the transfer of Securities in Buyer's Account, and Buyer hereby instructs Bank to follow such instructions of Seller delivered in accordance with paragraph (b) of the provisions definition of this Agreement“Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Bank Account Property as described in such paragraph; (v) any Bank Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security; and (vi) any cash that is Bank Account Property shall be considered a “financial asset” under Article 8 of the UCC.

Maintenance of Accounts. (a) Each At no time shall the Servicer commingle any of Sellerits property with any property of the Borrower, Custodian including the Collateral, or maintain its assets in such a manner that it is costly or difficult to segregate, ascertain or identify its assets from those of any other Person. The Borrower and Buyer hereby appoints Bank as subcustodian the Servicer each agree that the Agent has exclusive control of the proceeds (including Collections) of all Securities at any time delivered toMortgage Loans, and accepted by, Bank on its behalf in connection with this Agreement and as its agent to effect Repurchase Transactions as specified in this Agreement. Bank the Borrower hereby accepts appointment as subcustodian and agent and further agrees to establish take any other action that the Agent may reasonably request to evidence such control and maintain Buyer's Account (as defined below) as provided hereunderany proceeds of Mortgage Loans received by the Borrower or the Servicer shall be sent immediately to the Collection Account. (b) Bank maintains On or prior to the Closing Date, a cash segregated trust account (account number [request for cash confidential treatment] held and a custody account for securities established by the Account Bank) shall be established in the name of the Borrower and other property under the sole dominion and control of the Agent for the benefit of Seller the Secured Parties (collectively, "Seller's the “Collection Account")”) pursuant to the Collection Account Agreement. Seller, Custodian and Buyer instruct All amounts deposited into the Collection Account shall be held by the Account Bank to establish and maintain a cash account for cash and a custody account for securities and other property in trust for the benefit of Buyer (collectivelythe Secured Parties in accordance with the terms and provisions of this Agreement and the other Transaction Documents, "Buyer's Account"). Bank hereby acknowledges that Bank holds Buyer's and the Account and all securities, cash or other property from time to time deposited in Buyer's Account, as bailee and securities intermediary on Buyer's behalf, subject to this Agreement. Bank shall segregate all securities, cash and not commingle any funds on deposit in the Collection Account with any funds held by it on its behalf or on behalf of any other property in Buyer's Account from the assets of Bank or other persons in its possession by appropriate identification on the books and records of Bank. Bank hereby waives any security interest, lien or right of setoff against Buyer's Account and the property thereinPerson. (c) Bank On or prior to the Closing Date, a segregated trust account (account number [request for confidential treatment] held and Buyer intend that established by the receipt Account Bank) shall be established in the name of the Borrower and maintenance by Bank under the sole dominion and control of property in Buyer's the Agent for the benefit of the Secured Parties (the “Reserve Account”) pursuant to the Reserve Account and property received by Bank from Buyer in connection with this Agreement until credited Agreement. All amounts deposited to Buyer's the Reserve Account shall constitute a bailment under be held by the laws Account Bank in trust for the benefit of the State of New York subject to this Agreement and not a debtor-creditor relationship. With respect to cash, Bank and Buyer intend to create a special deposit account Secured Parties in favor of Buyer. Bank shall not pay any interest on any cash held at any time in Buyer's Account. The parties intend that: (i) Buyer's custody account shall be a "securities account", (ii) Bank shall be a "securities intermediary" and (iii) all property in Buyer's Account, other than cash, shall be a "financial asset" and "investment property" (as such terms are defined in revised Articles 8 and 9 of the Uniform Commercial Code as the same may be (or deemed to be) in effect pursuant to applicable law or regulation). The parties acknowledge that Bank is a commercial bank acting as custodian for Buyer as a customer in connection accordance with the securities contracts contemplated by terms and provisions of this Agreement, and thereforethe Account Bank shall not commingle any funds on deposit in the Reserve Account with any funds held by it on its behalf or on behalf of any other Person. The balance in the Reserve Account shall at all times equal or exceed the Required Reserve Amount. If on any Settlement Date, Buyer is a "financial institution" within the meaning funds in the Collection Account on such date are insufficient to pay the amounts set forth in clauses first through tenth of Section 101 1.4(d) or clauses first through ninth of Section 1.4(e), the federal Bankruptcy CodeAgent shall draw the amount of such remaining deficiency from the Reserve Account and apply it pursuant to Section 1.4(d) or (e), as applicable. (d) Any amount in the Collection Account or Reserve Account may be invested by the Account Bank at the direction of the Borrower in Permitted Investments; provided, however, that such investments shall mature not later than one Business Day prior to the Settlement Date immediately succeeding the date such Permitted Investments are made. All property income or other gain from time to time investment of monies deposited in Seller's the Collection Account or Reserve Account shall be owned and controlled solely by Sellerdeposited in the Collection Account or Reserve Account immediately upon receipt thereof, and Bank shall follow only Seller's instructions with respect to Seller's Account. All property any loss resulting from time to time in Buyer's Account Permitted Investments shall be owned and controlled solely by Buyer, and Bank shall follow only Buyer's instructions (including the instruction contained in the next sentence) with respect to Buyer's Account. The provisions of this Agreement set forth circumstances in which Seller may give Bank instructions with respect charged to the transfer of Securities in Buyer's Collection Account or Reserve Account, and Buyer hereby instructs as the case may be. In no event shall the Account Bank to follow be liable for any losses on such instructions of Seller in accordance with the provisions of this Agreementinvestments.

Maintenance of Accounts. (ai) Each Borrowers shall maintain all of Sellertheir Lockbox Accounts, Custodian Concentration Accounts and Buyer hereby appoints Dominion Accounts with Bank as subcustodian or with another financial institution reasonably acceptable to Agent (any such financial institution, including, for this purposes, Bank, a "Depository Bank"). Exhibit 6.2.5 sets forth a complete listing of all Securities at Lockbox Accounts (specifying which are Government Lockboxes and which are Commercial Lockboxes) and Concentration Accounts (specifying if any time delivered toConcentration Accounts are also Lockbox Accounts, and accepted byif so, if they are Government Lockboxes or Commercial Lockboxes). Either (x) within thirty (30) days of the Closing Date (with respect to any Lockbox Account or Concentration Account existing on the Closing Date) or (y) prior to the establishment of any new Lockbox Account or Concentration Account, Borrowers shall enter into a tri-party account agreement (each a "Control Agreement") to be executed among the applicable Borrower(s), Agent and the applicable Depository Bank with respect to each such Lockbox Account and each such Concentration Account. Each such Control Agreement shall provide that until Agent shall have given written notice to the applicable Depository Bank according to the provisions of such Control Agreement that a Dominion Triggering Event has occurred, the applicable Borrower(s) shall have complete control and authority over the applicable Lockbox Account or Concentration Account. Each such Control Agreement shall further provide that upon the occurrence of a Dominion Triggering Event, Agent shall have the right to give notice to the applicable Depository Bank of the occurrence of such a Dominion Triggering Event, and that after the giving of such a notice of a Dominion Triggering Event (a "Dominion Triggering Effective Notice") by Agent to such Depository Bank, all rights of the applicable Borrower(s) to have control and/or authority over the applicable Lockbox Account or Concentration Account and/or to give instructions directing the disposition or withdrawal of funds in the applicable Lockbox Account or Concentration Account shall terminate, and that thereafter Agent shall have sole and complete control and authority over and the sole and complete right to give instructions directing the disposition or withdrawal of funds in the applicable Lockbox Account or Concentration Account, all without the further consent of any Borrower. Each such Control Agreement shall also provide that, after the giving by Agent of a Dominion Triggering Effective Notice, all funds on its behalf deposit in connection with this Agreement and as its agent the applicable Lockbox Account or Concentration Account shall be swept to effect Repurchase Transactions as specified the Dominion Account on a daily basis unless Agent shall direct otherwise. Notwithstanding anything to the contrary in any of the foregoing or otherwise in this Agreement. Bank hereby accepts appointment as subcustodian and agent and agrees to establish and maintain Buyer's Account (as defined below) as provided hereunder. (b) Bank maintains a cash account for cash and a custody account for securities and other property for , the benefit of Seller (collectively, "Seller's Account"). Seller, Custodian and Buyer instruct Bank to establish and maintain a cash account for cash and a custody account for securities and other property for the benefit of Buyer (collectively, "Buyer's Account"). Bank hereby acknowledges that Bank holds Buyer's Account and all securities, cash or other property from time to time deposited in Buyer's Account, as bailee and securities intermediary on Buyer's behalf, subject to this Agreement. Bank shall segregate all securities, cash and other property in Buyer's Account from the assets of Bank or other persons in its possession by appropriate identification on the books and records of Bank. Bank hereby waives any security interest, lien or right of setoff against Buyer's Account and the property therein. (c) Bank and Buyer intend that the receipt and maintenance by Bank of property in Buyer's Account and property received by Bank from Buyer in connection with this Control Agreement until credited to Buyer's Account shall constitute a bailment under the laws of the State of New York subject to this Agreement and not a debtor-creditor relationship. With respect to cash, Bank and Buyer intend to create a special deposit account in favor of Buyer. Bank shall not pay any interest on any cash held at any time in Buyer's Account. The parties intend that: (i) Buyer's custody account shall be a "securities account", (ii) Bank shall be a "securities intermediary" and (iii) all property in Buyer's Account, other than cash, shall be a "financial asset" and "investment property" (as such terms are defined in revised Articles 8 and 9 of the Uniform Commercial Code as the same may be (or deemed to be) in effect pursuant to applicable law or regulation). The parties acknowledge that Bank is a commercial bank acting as custodian for Buyer as a customer in connection with the securities contracts contemplated by this Agreement, and therefore, Buyer is a "financial institution" within the meaning of Section 101 of the federal Bankruptcy Code. (d) All property from time to time in Seller's Account shall be owned and controlled solely by Seller, and Bank shall follow only Seller's instructions with respect to Seller's Account. All property from time to time in Buyer's Account each Government Lockbox shall be owned and controlled solely by Buyer, and Bank shall follow only Buyer's instructions provide that upon ten (including the instruction contained in the next sentence10) with respect to Buyer's Account. The provisions of this Agreement set forth circumstances in which Seller may give Bank instructions with respect Business Days prior notice to the transfer of Securities in Buyer's Accountapplicable Depository Bank and Agent, and Buyer hereby instructs Bank the applicable Borrower(s) may revoke any Dominion Triggering Effective Notice given by Agent to follow such instructions of Seller in accordance with the provisions of this Agreement.Depository Bank, and

Maintenance of Accounts. 7.1 Notwithstanding Clause 5.4(iii) above, the Securities shall be maintained in an account of the Custodian or sub-custodian (awhich is employed in accordance with Clause 8 (Subcustodians) Each below) with Euroclear or such other approved bank or depositary as the Chargor, the Chargee and the Custodian may agree which is designated as being solely for the Securities, such account on the date of Seller, Custodian and Buyer hereby appoints Bank as subcustodian of all Securities at any time delivered to, and accepted by, Bank on its behalf in connection with this Agreement being maintained by the Custodian with Euroclear (account number 12976) (the “Securities Account”). Any capital and as its agent to effect Repurchase Transactions as specified income receivable in this Agreement. Bank hereby accepts appointment as subcustodian and agent and agrees to establish and maintain Buyer's Account respect of the Securities (as defined belowcontemplated by Clause 13.1 hereto) will be held in a USD cash account opened by the Custodian (the “Securities Cash Account” and together with the Securities Account the “Accounts”) with the following details: For the account of For further credit to IBAN: 7.2 The Custodian will identify in its books that the Securities belong to the Chargor subject to the terms of the Charge Deed (save as provided hereunderotherwise agreed by the Custodian, the Chargor and the Chargee). 7.3 Either the Custodian or sub-custodian (bas appropriate) Bank maintains will maintain a cash account for cash record of the Securities held in the Securities Account and a custody account for securities will provide the Chargor and other property the Chargee with statements identifying all the Securities held by the Custodian or to its order for the benefit of Seller (collectively, "Seller's Account"). Seller, Custodian and Buyer instruct Bank Chargor. 7.4 Cash deposits will earn interest at the Custodian’s prevailing rates for comparable accounts which will be notified to establish and maintain a cash account for cash and a custody account for securities and other property for the benefit of Buyer (collectively, "Buyer's Account"). Bank hereby acknowledges that Bank holds Buyer's Account and all securities, cash or other property Chargor from time to time deposited time. 7.5 The Custodian shall use reasonable endeavours to ensure that all information contained in Buyer's Account, as bailee and securities intermediary on Buyer's behalf, subject any statement sent to this Agreement. Bank shall segregate all securities, cash and other property in Buyer's Account from the assets of Bank or other persons in its possession by appropriate identification on the books and records of Bank. Bank hereby waives any security interest, lien or right of setoff against Buyer's Account Chargor and the property thereinChargee has been obtained from sources the Custodian believes to be reliable. The Custodian does not, however, make any representation as to the accuracy of such information. References in this Agreement to statements include any statements in electronic form. (c) Bank 7.6 The Custodian agrees not to pool Securities in the Securities Account with any securities held by the Custodian for its own account and Buyer intend that the receipt and maintenance by Bank of property in Buyer's Account and property received by Bank from Buyer in connection with this Agreement until credited to Buyer's Account shall constitute a bailment under the laws of the State of New York subject to this Agreement and not a debtor-creditor relationship. With respect to cash, Bank and Buyer intend to create a special deposit account in favor of Buyer. Bank Custodian shall not pay any interest on any cash use the Securities held at any time in Buyer's Account. The parties intend that: (i) Buyer's custody account shall be a "securities account", (ii) Bank shall be a "securities intermediary" and (iii) all property in Buyer's Account, other than cash, shall be a "financial asset" and "investment property" (as such terms are defined in revised Articles 8 and 9 of the Uniform Commercial Code as the same may be (or deemed to be) in effect pursuant to applicable law or regulation). The parties acknowledge that Bank is a commercial bank acting as custodian for Buyer as a customer in connection with the securities contracts contemplated by this Agreement, and therefore, Buyer is a "financial institution" within the meaning of Section 101 of the federal Bankruptcy Code. (d) All property from time to time in Seller's Account shall be owned and controlled solely by Seller, and Bank shall follow only Seller's instructions with respect to Seller's Account. All property from time to time in Buyer's Account shall be owned and controlled solely by Buyer, and Bank shall follow only Buyer's instructions (including the instruction contained in the next sentence) with respect to Buyer's Account. The provisions of this Agreement set forth circumstances in which Seller may give Bank instructions with respect to the transfer of Securities in Buyer's Account, and Buyer hereby instructs Bank to follow such instructions of Seller in accordance with the provisions of this AgreementAccount for its own account.

Maintenance of Accounts. (a) Each The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Bank Accounts and in all proceeds thereof for the benefit of Sellerthe Noteholders and all such funds, Custodian investments, proceeds and Buyer hereby appoints income shall be part of the Owner Trust Estate. Except as otherwise provided herein, the Bank as subcustodian Accounts shall be under the sole dominion and control of all Securities the Indenture Trustee for the benefit of the Noteholders. If, at any time delivered totime, any of the Bank Accounts ceases to be an Eligible Account, the Indenture Trustee shall notify the Servicer (who shall notify the Rating Agency), the Noteholders and accepted by, Bank the Indenture Trustee (or the Servicer on its behalf in behalf, or at the direction of the Noteholders) shall within five (5) Business Days establish a new Bank Account as an Eligible Account and shall transfer any cash and/or any investments to such new Bank Account. In connection with this Agreement and as its agent the foregoing, the Servicer agrees that, in the event that any of the Bank Accounts are not accounts with the Indenture Trustee, the Servicer shall notify the Indenture Trustee in writing promptly upon any of such Bank Accounts ceasing to effect Repurchase Transactions as specified in this Agreement. Bank hereby accepts appointment as subcustodian and agent and agrees to establish and maintain Buyer's Account (as defined below) as provided hereunderbe an Eligible Account. (b) With respect to the Bank maintains Account Property, the Indenture Trustee agrees that: (i) any Bank Account Property that is held in deposit accounts shall be held solely in the Eligible Accounts; and, except as otherwise provided herein, each such Eligible 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) any Bank Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a cash account for cash and a custody account for securities and other property intermediary (as such term is defined in Section 8-102(14) of the UCC) acting solely for the benefit of Seller (collectively, "Seller's Account"). Seller, Custodian and Buyer instruct Bank to establish and maintain a cash account for cash and a custody account for securities and other property for the benefit of Buyer (collectively, "Buyer's Account"). Bank hereby acknowledges that Bank holds Buyer's Account and all securities, cash or other property from time to time deposited in Buyer's Account, as bailee and securities intermediary on Buyer's behalf, subject to this Agreement. Bank shall segregate all securities, cash and other property in Buyer's Account from the assets of Bank or other persons in its possession by appropriate identification on the books and records of Bank. Bank hereby waives any security interest, lien or right of setoff against Buyer's Account and the property therein.Indenture Trustee; (ciii) Bank the Indenture Trustee shall act as the “securities intermediary”, and Buyer intend that as the receipt and maintenance by Bank Person holding the “securities entitlement” for purposes of property in Buyer's Account and property received by Bank from Buyer in connection with this Agreement until credited to Buyer's Account shall constitute a bailment under Section 8-501 of the laws UCC of the State of New York subject to this Agreement York, and not a debtorthe “securities intermediary’s jurisdiction” for purposes of Section 8-creditor relationship. With respect to cash, Bank and Buyer intend to create a special deposit account in favor 110 of Buyer. Bank shall not pay any interest on any cash held at any time in Buyer's Account. The parties intend that: (i) Buyer's custody account the UCC shall be the State of New York; (iv) any Bank Account Property that is a "securities account", (ii) Bank book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be a "securities intermediary" and (iii) all property in Buyer's Account, other than cash, shall be a "financial asset" and "investment property" (as such terms are defined in revised Articles 8 and 9 of the Uniform Commercial Code as the same may be (or deemed to be) in effect pursuant to applicable law or regulation). The parties acknowledge that Bank is a commercial bank acting as custodian for Buyer as a customer in connection with the securities contracts contemplated by this Agreement, and therefore, Buyer is a "financial institution" within the meaning of Section 101 of the federal Bankruptcy Code. (d) All property from time to time in Seller's Account shall be owned and controlled solely by Seller, and Bank shall follow only Seller's instructions with respect to Seller's Account. All property from time to time in Buyer's Account shall be owned and controlled solely by Buyer, and Bank shall follow only Buyer's instructions (including the instruction contained in the next sentence) with respect to Buyer's Account. The provisions of this Agreement set forth circumstances in which Seller may give Bank instructions with respect to the transfer of Securities in Buyer's Account, and Buyer hereby instructs Bank to follow such instructions of Seller delivered in accordance with paragraph (b) of the provisions definition of this Agreement“Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Bank Account Property as described in such paragraph; (v) any Bank Account Property that is an “uncertificated security” or a “security entitlement” under Article 8 of the UCC and that is not governed by clause (D) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) or (d), if applicable, of the definition of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security; and (vi) any cash that is Bank Account Property shall be considered a “financial asset” under Article 8 of the UCC.