(iv) All property delivered to the Series 2021-1 Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2021-1 Distribution Account;
(v) Each item of property (whether investment property, security, instrument or cash) credited to the Series 2021-1 Distribution Account shall be treated as a Financial Asset;
(vi) If at any time the Series 2021-1 Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Series 2021-1 Distribution Account, the Series 2021-1 Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer, any other Securitization Entity or any other Person;
(vii) The Series 2021-1 Distribution Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of all applicable UCCs, the State of New York shall be deemed to the Series 2021-1 Securities Intermediary’s jurisdiction and the Series 2021-1 Distribution Account (as well as the “security entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York. The parties further agree that with respect to the Series 2021-1 Distribution Account the law applicable to all the issues in Article 2(1) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary shall be the law of the State of New York;
(viii) The Series 2021-1 Securities Intermediary has not entered into, and until termination of this Series Supplement will not enter into, any agreement with any other Person relating to the Series 2021-1 Distribution Account and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person, and the Series 2021-1 Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of the Series 2021-1 Securities Intermediary to comply with entitlement orders as set forth in Section 2.07(b)(vi) (Trustee as Securities Intermediary) of this Series Supplement; and
(ix) Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Series 2021-1 Distribution Account, neither the Series 2021-1 Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, the Series 2021-1 Distribution Account or any Financial Asset credited thereto. If the Series 2021-1 Securities Intermediary or, in the case of the Trustee, a Trust Officer has Actual Knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Series 2021-1 Distribution Account or any Financial Asset carried therein, the Series 2021-1 Securities Intermediary will promptly notify the Trustee, the Manager, the Servicer and the Master Issuer thereof.
(c)At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2021-1 Distribution Account and in all proceeds thereof, and shall (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)) be the only Person authorized to originate entitlement orders in respect of the Series 2021-1 Distribution Account; provided, however, that at all other times the Master Issuer shall be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2021-1 Distribution Account.
Section 2.08 Manager. Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer. The Series 2021-1 Class A-2 Noteholders by their acceptance of the Series 2021-1 Class A-2 Notes consent to the provision of such reports and notices to the Trustee by the Manager in lieu of the Master Issuer. Any such reports and notices that are required to be delivered to the Series 2021-1 Class A-2 Noteholders hereunder will be made available on the Trustee’s website in the manner set forth in Section 4.03 (Reports, Financial Statements and Other Information to Noteholders) of the Base Indenture.
Section 2.09 Replacement of Ineligible Accounts. If, at any time, the Series 2021-1 Distribution Account shall cease to be an Eligible Account (a “Series 2021-1 Ineligible Account”), the Master Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining Actual