Control of Securities Accounts. Notwithstanding anything to the contrary contained herein, the Trust agrees that each of the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account will only be established at an Eligible Institution that agrees substantially as follows: (i) it will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the Relevant UCC) relating to such accounts issued by the Indenture Trustee without further consent by the Trust; (ii) until the termination of the Indenture, it will not enter into any other agreement relating to any such account pursuant to which it agrees to comply with entitlement orders of any Person other than the Indenture Trustee; and (iii) all assets delivered or credited to it in connection with such accounts and all investments thereof will be promptly credited to such accounts.
Control of Securities Accounts. Notwithstanding anything else contained herein, the Trust agrees that each of the Collection Account, the Pre-Funding Account, the Note Payment Account, the Reserve Account, the Negative Carry Account and the Yield Supplement Account will only be established at a Qualified Institution or Qualified Trust Institution that agrees substantially as follows: (i) it will comply with "entitlement orders" (as defined in Section 8-102(a)(8) of the Relevant UCC; i.e., orders directing the transfer or redemption of any financial asset) relating to such accounts issued by the Indenture Trustee without further consent by the Seller or the Trust; (ii) until the termination of the Indenture, it will not enter into any other agreement relating to any such account pursuant to which it agrees to comply with entitlement orders of any Person other than the Indenture Trustee; and (iii) all assets delivered or credited to it in connection with such accounts and all investments thereof will be promptly credited to such accounts.
Control of Securities Accounts. Notwithstanding anything else contained herein, the Trust agrees that each of the Collection Account, the Note Payment Account, the Reserve Account and the Yield Supplement Account will only be established at a Qualified Institution or Qualified Trust Institution that agrees substantially as follows: (i) it will comply with "entitlement orders" (as defined in Section 8-102(a)(8) of the UCC; i.e., orders directing the transfer or redemption of any financial asset) relating to such accounts issued by the Indenture Trustee without further consent by the Seller or the Trust; (ii) until the termination of the Indenture, it will not enter into any other agreement relating to any such account pursuant to which it agrees to comply with entitlement orders of any Person other than the Indenture Trustee; and (iii) all assets delivered or credited to it in connection with such accounts and all investments thereof will be promptly credited to such accounts.
Control of Securities Accounts. The Disbursement Agent hereby agrees and confirms that it has established the Securities Accounts as set forth and defined in this Agreement. The Disbursement Agent and the Issuer agree that (a) the Disbursement Agent is acting as a "securities intermediary" (within the meaning of SECTION 8-102(14) of the UCC) with respect to the Securities Accounts and the "financial assets" (within the meaning of SECTION 8-102(a)(9) of the UCC, the "FINANCIAL ASSETS") credited to the Securities Accounts; (b) each such Securities Account established by the Disbursement Agent is and will be maintained as a "securities account" (within the meaning of SECTION 8-501 of the UCC); (c) the Issuer is an "entitlement holder" (within the meaning of SECTION 8-102(a)(7) of the UCC) in respect of the Financial Assets credited to such Securities Accounts and with respect to such Securities Accounts and the Disbursement Agent shall so note in its records pertaining to such Financial Assets and Securities Accounts; and (d) all Financial Assets in registered form or payable to or to the order of and credited to any such Securities Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Disbursement Agent, or in blank, or credited to another securities account maintained in the name of the Disbursement Agent, as applicable, and in no case will any Financial Asset credited to any such Securities Account be registered in the name of, payable to or to the order of, or endorsed to, the Issuer except to the extent the foregoing have been subsequently endorsed by the Issuer to the Disbursement Agent or in blank. Each item of property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to any Securities Account shall be treated as a Financial Asset. Until this Agreement terminates in accordance with the terms hereof, the Trustee shall have "control" (within the meaning of SECTION 8-106(d)(2) of the UCC) of the Issuer's "security entitlements" (within the meaning of SECTION 8-102(a)(17) of the UCC, "SECURITY ENTITLEMENTS") with respect to the Securities Accounts and the Financial Assets credited to the Securities Accounts. All property delivered to the Disbursement Agent by or on behalf of the Issuer pursuant to this Agreement will be promptly credited to the Securities Accounts and shall be treated as Financial Assets. If at any time the Di...
Control of Securities Accounts. 54 SECTION 4.11 PRE-FUNDING ACCOUNT........................................................................54 SECTION 4.12 NEGATIVE CARRY ACCOUNT.....................................................................55 ARTICLE V YIELD SUPPLEMENT LETTER OF CREDIT AND THE YIELD SUPPLEMENT ACCOUNT 55 SECTION 5.1 YIELD SUPPLEMENT LETTER OF CREDIT AND THE YIELD SUPPLEMENT ACCOUNT.........................55 ARTICLE VI THE SELLER 58 SECTION 6.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER........................................58 SECTION 6.2 LIABILITY OF SELLER; INDEMNITIES...........................................................59 SECTION 6.3 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF, SELLER....................60 SECTION 6.4 LIMITATION ON LIABILITY OF SELLER AND OTHERS...............................................60 SECTION 6.5 SELLER MAY OWN NOTES OR CERTIFICATES.......................................................60 ARTICLE VII THE SERVICER 61
Control of Securities Accounts. 12 2.5. Control of Deposit Account..................................................13 2.6. Issuer's Rights.............................................................14 2.7. Cash Equivalents............................................................14 2.8. Remedies....................................................................14 2.9. Waiver of Set-Off Rights....................................................15 2.10. Cooperation.................................................................15
Control of Securities Accounts. 55 ARTICLE V THE SELLER SECTION 5.1 Representations, Warranties and Covenants of Seller.......................................... 56 SECTION 5.2 Liability of Seller; Indemnities............................................................. 58 SECTION 5.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller....................................................................... 59 SECTION 5.4 Limitation on Liability of Seller and Others................................................. 60 SECTION 5.5 Seller May Own Notes or Certificates......................................................... 60 ARTICLE VI THE SERVICER SECTION 6.1 Representations and Warranties of Servicer................................................... 60 SECTION 6.2
Control of Securities Accounts. 63 ARTICLE V
Control of Securities Accounts. 65 SECTION 4.13 Pre-Funding and Reinvestment Period.......................................66 ARTICLE V
Control of Securities Accounts. 78 ARTICLE V YIELD SUPPLEMENT LETTER OF CREDIT SECTION 5.1 Yield Supplement Letter of Credit and the Yield Supplement Account . . . . . . . . . . . . . . . . 79
