Common use of Perfection of Security Interests in Accounts Clause in Contracts

Perfection of Security Interests in Accounts. It is intended that the first priority security interest of the Secured Party in the Accounts be perfected by control of the Accounts under Sections 8-106(d)(2), 9-106(a) and 9-314(a) of the UCC. In addition, it is intended for purposes of Articles 8 and 9 of the UCC that (i) the Issuer be deemed to be the related “entitlement holder”, (ii) the Intermediary be deemed to be the related “securities intermediary”, (iii) all such property held by the Intermediary in the Accounts and all rights of the Issuer against the Intermediary arising out of such property, including any free credit balances, be deemed to be “financial assets”, and (iv) the Secured Party be deemed to have “control” of such Accounts under Section 8-106(d)(2) of the UCC with respect to the first priority security interest therein granted to the Secured Party pursuant to the Indenture. With respect to any proceeds of the Account Property that constitute a Deposit Account, it is intended for purposes of Article 9 of the UCC that (i) the Intermediary is the bank with which the Deposit Account is maintained and the Issuer is the bank’s customer with respect to the Deposit Account, and (ii) the Issuer, the Secured Party, the Servicer and the Intermediary agree that the Intermediary will comply with instructions originated by the Secured Party directing disposition of funds in the Deposit Accounts without further consent of the Issuer or the Servicer.

Perfection of Security Interests in Accounts. It is intended that the first priority security interest of the Secured Party in the Accounts be perfected by control of the Accounts under Sections 8-106(d)(2), 9-106(a) and 9-314(a) of the UCC. In addition, it is intended for purposes of Articles 8 and 9 of the UCC that (i) the Issuer Transferor be deemed to be the related “entitlement holder”, (ii) the Intermediary be deemed to be the related “securities intermediary”, (iii) all such property held by the Intermediary in the Accounts and all rights of the Issuer Transferor against the Intermediary arising out of such property, including any free credit balances, be deemed to be “financial assets”, and (iv) the Secured Party be deemed to have “control” of such Accounts under Section 8-106(d)(2) of the UCC with respect to the first priority security interest therein granted to the Secured Party pursuant to the IndenturePSA. With respect to any proceeds of the Account Property that constitute a Deposit Accountdeposit account, it is intended for purposes of Article 9 of the UCC that (i) the Intermediary is the bank with which the Deposit Account deposit account is maintained and the Issuer Transferor is the bank’s customer with respect to the Deposit Accountdeposit account, and (ii) the IssuerTransferor, the Secured Party, the Servicer and the Intermediary agree that the Intermediary will comply with instructions originated by the Secured Party directing disposition of funds in the Deposit Accounts deposit accounts without further consent of the Issuer Transferor or the Servicer.