Subject Accounts. (a) The Securities Intermediary represents and warrants to each of the Secured Party, the Servicer and the Issuer that the Securities Intermediary does not know of any claim to or interest in the Subject Accounts, except the first priority security interest of the Secured Party in the Subject Accounts for the benefit of the Noteholders and the other claims and interests of the parties referred to in this Agreement. The Securities Intermediary does not have and shall not have in the future, any security interest, lien or right of setoff on or against the Subject Accounts.
Subject Accounts. To further secure the prompt payment and performance of its Obligations, each Borrower hereby grants to Agent a continuing security interest in and Lien upon all amounts credited to any Subject Account, including sums in any blocked, lockbox, sweep or collection account. Each Borrower hereby authorizes and directs each bank or other depository to deliver to Agent, upon request, all balances in any Subject Account maintained for such Borrower, without inquiry into the authority or right of Agent to make such request.
