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 the 2023-A Exchange Note Collection 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 2023-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 2023-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2018-A Exchange Note Collection Collateral 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 2023any 2018-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2018-A Exchange Note Collection Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2018-A Exchange Note Collection Account, Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2018-A Exchange Note Collection Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232016-A B Exchange Note Collection 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 20232016-A B Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232016-A B Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232016-A B Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232016-A B Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the any 2023-A Exchange Note Collection Collateral 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 any 2023-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the any 2023-A Exchange Note Collection Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the such 2023-A Exchange Note Collection Account, Collateral Account and (ii) the face amount of any checks which have been credited to the such 2023-A Exchange Note Collection Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232018-A B Exchange Note Collection 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 20232018-A B Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232018-A B Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232018-A B Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232018-A B Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232012-A Exchange Note Collection 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 20232012-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232012-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232012-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232012-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2024-A Exchange Note Collection Collateral 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 2023any 2024-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2024-A Exchange Note Collection Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2024-A Exchange Note Collection Account, Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2024-A Exchange Note Collection Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2016-A Exchange Note Collection B Collateral 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 2023any 2016-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2016-A Exchange Note Collection B Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2016-A Exchange Note Collection Account, B Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2016-A Exchange Note Collection B Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2020-A Exchange Note Collection B Collateral 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 2023any 2020-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2020-A Exchange Note Collection B Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2020-A Exchange Note Collection Account, B Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2020-A Exchange Note Collection B Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232016-A Exchange Note Collection 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 20232016-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232016-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232016-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232016-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232019-A B Exchange Note Collection 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 20232019-A B Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232019-A B Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232019-A B Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232019-A B Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2020-A Exchange Note Collection Collateral 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 2023any 2020-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2020-A Exchange Note Collection Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2020-A Exchange Note Collection Account, Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2020-A Exchange Note Collection Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2016-A Exchange Note Collection Collateral 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 2023any 2016-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2016-A Exchange Note Collection Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2016-A Exchange Note Collection Account, Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2016-A Exchange Note Collection Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2012-A Exchange Note Collection Collateral 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 2023any 2012-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2012-A Exchange Note Collection Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2012-A Exchange Note Collection Account, Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2012-A Exchange Note Collection Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2019-A Exchange Note Collection Collateral 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 2023any 2019-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2019-A Exchange Note Collection Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2019-A Exchange Note Collection Account, Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2019-A Exchange Note Collection Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232019-A Exchange Note Collection 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 20232019-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232019-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232019-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232019-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232020-A Exchange Note Collection 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 20232020-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232020-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232020-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232020-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232018-A Exchange Note Collection 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 20232018-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232018-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232018-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232018-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232021-A Exchange Note Collection 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 20232021-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232021-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232021-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232021-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232024-A Exchange Note Collection 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 20232024-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232024-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232024-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232024-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2019-A Exchange Note Collection B Collateral 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 2023any 2019-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2019-A Exchange Note Collection B Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2019-A Exchange Note Collection Account, B Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2019-A Exchange Note Collection B Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2021-A Exchange Note Collection B Collateral 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 2023any 2021-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2021-A Exchange Note Collection B Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2021-A Exchange Note Collection Account, B Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2021-A Exchange Note Collection B Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232021-A B Exchange Note Collection 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 20232021-A B Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232021-A B Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232021-A B Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232021-A B Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2021-A Exchange Note Collection Collateral 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 2023any 2021-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2021-A Exchange Note Collection Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2021-A Exchange Note Collection Account, Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2021-A Exchange Note Collection Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232017-A Exchange Note Collection 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 20232017-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232017-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232017-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232017-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2017-A Exchange Note Collection Collateral 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 2023any 2017-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2017-A Exchange Note Collection Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2017-A Exchange Note Collection Account, Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2017-A Exchange Note Collection Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232020-A B Exchange Note Collection 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 20232020-A B Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232020-A B Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232020-A B Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232020-A B Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2018-A Exchange Note Collection B Collateral 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 2023any 2018-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2018-A Exchange Note Collection B Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2018-A Exchange Note Collection Account, B Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2018-A Exchange Note Collection B Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232014-A Exchange Note Collection 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 20232014-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232014-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232014-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232014-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232013-A Exchange Note Collection 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 20232013-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232013-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232013-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232013-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2013-A Exchange Note Collection B Collateral 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 2023any 2013-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2013-A Exchange Note Collection B Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2013-A Exchange Note Collection Account, B Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2013-A Exchange Note Collection B Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2014-A Exchange Note Collection Collateral 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 2023any 2014-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2014-A Exchange Note Collection Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2014-A Exchange Note Collection Account, Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2014-A Exchange Note Collection Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232015-A Exchange Note Collection 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 20232015-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232015-A Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232015-A Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232015-A Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232015-A B Exchange Note Collection 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 20232015-A B Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232015-A B Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232015-A B Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232015-A B Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 20232013-A B Exchange Note Collection 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 20232013-A B Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 20232013-A B Exchange Note Collection Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 20232013-A B Exchange Note Collection Account, and (ii) the face amount of any checks which have been credited to the 20232013-A B Exchange Note Collection Account but are subsequently returned unpaid because of uncollected or insufficient funds.

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 the 2023any 2015-A Exchange Note Collection B Collateral 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 2023any 2015-A Exchange Note Collection 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 and, subject to the provisions hereof, the Initial Secured Party. Notwithstanding the foregoing, the Securities Intermediary may set off against amounts on deposit in the 2023any 2015-A Exchange Note Collection B Collateral Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the 2023such 2015-A Exchange Note Collection Account, B Collateral Account and (ii) the face amount of any checks which have been credited to the 2023such 2015-A Exchange Note Collection B Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds.