Common use of Subordination of Lien; Waiver of Set-Off Clause in Contracts

Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that the Securities Intermediary may set off against amounts on deposit in each Securities Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such Securities Account, and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds). Notwithstanding anything contained herein to the contrary, the Securities Intermediary shall have a lien senior to that of the Assignee-Secured Party for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not cleared or settled.

Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s 's lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that the Securities Intermediary may set off against amounts on deposit in each Securities Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such Securities Account, and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds). Notwithstanding anything contained herein to the contrary, the Securities Intermediary shall have a lien senior to that of the Assignee-Secured Party for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not cleared or settled.

Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities 2019-A Collateral Account or any security entitlement Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets Financial Assets and other items deposited to the Securities any 2019-A Collateral Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in each Securities any 2019-A Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such Securities Account, 2019-A Collateral Account and (ii) the face amount of any checks which have been credited to such Securities 2019-A Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds). Notwithstanding anything contained herein to the contrary, the Securities Intermediary shall have a lien senior to that of the Assignee-Secured Party for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not cleared or settled.

Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities 2016-A Collateral Account or any security entitlement Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets Financial Assets and other items deposited to the Securities any 2016-A Collateral Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in each Securities any 2016-A Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such Securities Account, 2016-A Collateral Account and (ii) the face amount of any checks which have been credited to such Securities 2016-A Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds). Notwithstanding anything contained herein to the contrary, the Securities Intermediary shall have a lien senior to that of the Assignee-Secured Party for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not cleared or settled.

Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities 2017-A Collateral Account or any security entitlement Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets Financial Assets and other items deposited to the Securities any 2017-A Collateral Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in each Securities any 2017-A Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such Securities Account, 2017-A Collateral Account and (ii) the face amount of any checks which have been credited to such Securities 2017-A Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds). Notwithstanding anything contained herein to the contrary, the Securities Intermediary shall have a lien senior to that of the Assignee-Secured Party for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not cleared or settled.

Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities 2016-B Collateral Account or any security entitlement Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets Financial Assets and other items deposited to the Securities any 2016-B Collateral Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in each Securities any 2016-B Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such Securities Account, 2016-B Collateral Account and (ii) the face amount of any checks which have been credited to such Securities 2016-B Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds). Notwithstanding anything contained herein to the contrary, the Securities Intermediary shall have a lien senior to that of the Assignee-Secured Party for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not cleared or settled.

Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities 2018-A Collateral Account or any security entitlement Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets Financial Assets and other items deposited to the Securities any 2018-A Collateral Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in each Securities any 2018-A Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such Securities Account, 2018-A Collateral Account and (ii) the face amount of any checks which have been credited to such Securities 2018-A Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds). Notwithstanding anything contained herein to the contrary, the Securities Intermediary shall have a lien senior to that of the Assignee-Secured Party for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not cleared or settled.

Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities 2018-B Collateral Account or any security entitlement Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets Financial Assets and other items deposited to the Securities any 2018-B Collateral Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in each Securities any 2018-B Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such Securities Account, 2018-B Collateral Account and (ii) the face amount of any checks which have been credited to such Securities 2018-B Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds). Notwithstanding anything contained herein to the contrary, the Securities Intermediary shall have a lien senior to that of the Assignee-Secured Party for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not cleared or settled.

Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities 2012-A Collateral Account or any security entitlement Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets Financial Assets and other items deposited to the Securities any 2012-A Collateral Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in each Securities any 2012-A Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such Securities Account, 2012-A Collateral Account and (ii) the face amount of any checks which have been credited to such Securities 2012-A Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds). Notwithstanding anything contained herein to the contrary, the Securities Intermediary shall have a lien senior to that of the Assignee-Secured Party for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not cleared or settled.