Common use of Subject Accounts Clause in Contracts

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. (b) The Securities Intermediary, the Issuer, the Servicer and the Secured Party agree that the Securities Intermediary is the securities intermediary, and the Issuer is the entitlement holder as to each Subject Account subject to the first priority security interest of the Secured Party. (c) The Securities Intermediary, the Issuer, the Servicer and the Secured Party agree that all property credited to the Subject Accounts shall be treated as “financial assets” under Article 8 of the UCC. (d) The Securities Intermediary shall not accept any “entitlement order,” within the meaning of Section 8-102(a)(8) of the UCC, or other instruction regarding the Subject Accounts except from the Secured Party and, subject to Section 3.1(b), the Issuer and the Servicer. (e) The Securities Intermediary, the Issuer, the Servicer and the Secured Party agree that, with respect to the Subject Accounts, the jurisdiction of the Securities Intermediary for purposes of Articles 8 and 9 of the UCC shall be the State of New York. (f) The Securities Intermediary shall at all times be a “participant” (as such term is defined in the Federal Book-Entry Regulations) in the Federal Reserve System. (g) The Securities Intermediary hereby agrees to maintain the Subject Accounts in accordance with and subject to the express terms of the Sale and Servicing Agreement and the Indenture. (h) The Securities Intermediary agrees that all Permitted Investments, securities and other property underlying any financial asset from time to time credited to the Subject Accounts shall be registered in the name of Securities Intermediary or indorsed to Securities Intermediary or in blank, and in no case shall any financial asset credited to the Subject Accounts be registered in the name of Issuer, payable to the order of Issuer or specially indorsed to Issuer, except to the extent that the foregoing have been specially indorsed to the Securities Intermediary or in blank.