Security Interest in Investments. No investment of funds in the Escrow Account shall be made unless the Company has certified to the Escrow Agent and the Trustee that, upon such investment, the Trustee (acting in the name and on behalf of the Beneficiaries as appropriate) will have a first priority perfected security interest in the applicable investment. On the date of this Agreement, and on each anniversary thereof (upon receipt of written notice from the Escrow Agent), until the date upon which the balance of the Available Funds with respect to each Escrow Account shall have been reduced to zero, each of the Trustee and the Escrow Agent shall receive an Opinion of Counsel to the Company, dated such date as applicable, which opinion shall confirm the foregoing and in respect to the Escrow Account, shall meet the requirements of Section 314(b) of the United States Trust Indenture Act of 1939, as amended (the "TIA") and shall comply with Sections 11.4 and 11.5 of the Indenture. If a certificate or opinion as to a class of investments has been provided to the Escrow Agent, a certificate or opinion need not be issued with respect to individual investments in securities in that class if the certificate or opinion applicable to the class remains accurate with respect to such individual investments, which continued accuracy the Escrow Agent may conclusively assume.
Security Interest in Investments. No investment of funds in the Escrow Account shall be made unless the Company has certified to the Escrow Agent and the Trustee that, upon such investment, the Trustee will have a first priority perfected security interest in the applicable investment for the ratable benefit of the Secured Parties. As set forth in Section 11.02 of the Indenture, on the date of this Agreement, and on each anniversary thereof unless the balance of the Available Funds (as defined below) shall have been reduced to zero, each of the Trustee and the Escrow Agent shall receive an Opinion of Counsel, dated each such date as applicable, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended, and shall otherwise comply with the Indenture that the Trustee, for the ratable benefit of the Secured Parties, has a first priority, perfected security interest in the funds and securities held in the Escrow Account. As used herein, “Available Funds” shall mean (A) the sum of (i) the Initial Escrow Amount and any funds deposited pursuant to Section 1(a)(B) and (ii) interest earned on the funds in the Escrow Account (including holdings of U.S. Government Securities), less (B) the aggregate disbursements previously made pursuant to this Agreement.
Security Interest in Investments. No investment of funds in the Pledge Account shall be made unless the Company has certified to the Pledge Agent and the Trustee that, upon such investment, the Trustee will have a first priority perfected security interest in the applicable investment. If a certificate as to a class of investments has been provided to the Pledge Agent, a certificate need not be issued with respect to individual investments in securities in that class if the certificate applicable to the class remains accurate with respect to such individual investments, which continued accuracy the Pledge Agent may conclusively assume. On the Closing Date, and from time to time thereafter as required by Section 11.2 of the Indenture and as required by the TIA, until the termination of this Agreement, the Trustee shall receive an Opinion of Counsel to the Company, dated each such date as applicable, which opinion shall meet the requirements of Section 314(b) of the TIA and shall comply with Section 11.2 of the Indenture.
Security Interest in Investments. No investment of funds in the Securities Account shall be made unless the Company has certified to the Required Holders, with a copy of the certification being sent to the Depositary, that, upon such investment, the Holders will have a first priority perfected security interest in the applicable investment.
Security Interest in Investments. No investment of funds in the Satellite Escrow Account shall be made unless the Company has certified to Escrow Agent upon advice of legal counsel that upon such investment, the Trustee will have a first perfected security interest in the applicable investment (such advice of legal counsel relating solely to the manner of perfecting a security interest in a particular type of investment, but not to whether such perfection has been achieved in the instance). A certificate as to a class of investments need not be issued with respect to individual investments in securities in that class if the certificate applicable to the class remains accurate with respect to such individual investments, which continued accuracy the Escrow Agent may conclusively assume.
Security Interest in Investments. No investment of funds in the Escrow Account shall be made unless the Company has certified to the Escrow Agent and the Trustee that, upon such investment, the Trustee will have a first priority perfected security interest in the applicable investment. If a certificate as to a class of investments has been provided to the Escrow Agent, a certificate need not be issued with respect to individual investments in securities in that class if the certificate applicable to the class remains accurate with respect to such individual investments, which continued accuracy the Escrow Agent may conclusively assume. On the Issue Date, and on each thereafter until the date upon which the balance of the Available Funds shall have been reduced to zero, each of the Trustee and the Escrow Agent shall receive an Opinion of Counsel to the Company, dated each such date as applicable, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended (the "TIA") and shall comply with Section 12.02 of the Indenture.
Security Interest in Investments. No investment of funds in -------------------------------- the Account shall be made unless the Company has certified to the Securities Intermediary and the Trustee that, upon such investment, the Trustee will have a first priority perfected security interest in the applicable investment. A certificate as to a class of investments need not be issued with respect to individual investments in securities in that class if the certificate applicable to the class remains accurate with respect to such individual investments, which continued accuracy the Securities Intermediary may conclusively assume. On the Issue Date, each of the Trustee and the Securities Intermediary shall receive an Opinion of Counsel (as such term is defined in the Indenture) to the Company, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended (the "TIA"), and shall comply with --- Section 1.2 of the Indenture.
Security Interest in Investments. No investment of funds in the Escrow Account shall be made unless the Company has certified to the Escrow Agent and the Trustee that, upon such investment, the Trustee will have a first priority perfected security interest in the applicable investment. If a certificate as to a class of investments has been provided to the Escrow Agent, a certificate need not be issued with respect to individual investments in securities in that class if the certificate applicable to the class remains accurate with respect to such individual investments, which continued accuracy the Escrow Agent may conclusively assume. On the Issue Date, and on each anniversary of the Issue Date thereafter until the date upon which the balance of the Available Funds shall have been reduced to zero, each of the Trustee and the Escrow Agent shall receive an Opinion of Counsel to the Company, dated each such date as applicable, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended (the "TIA") and shall comply with Section 13.02 of the Indenture.
Security Interest in Investments. No investment of funds in the Escrow Account shall be made unless the Company has certified in writing to Escrow Agent upon advice of legal counsel that, upon such investment, the Trustee will have a valid and perfected first priority security interest in the applicable investment (such advice of legal counsel relating solely to the manner of perfecting a security interest in a particular type of investment, but not to whether such perfection has been achieved in the instance). A certificate as to a class of investments need not be issued with respect to individual investments in securities in that class if the certificate applicable to the class remains accurate with respect to such individual investments, which continued accuracy Escrow Agent may conclusively assume. When and if the Indenture is qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), to the extent, if any, that Section 314(b) of the TIA is applicable, on such date and on each annual anniversary of such date until the date upon which the balance of the Available Funds shall have been reduced to zero, each of the Trustee and Escrow Agent shall receive an opinion of counsel to the Company, dated each such date as applicable, which opinion shall meet the requirements of Section 314(b) of the TIA.
Security Interest in Investments. No investment of funds in the Escrow Account shall be made unless the Guarantor has certified to the Escrow Agent and the Trustee that, upon such investment, the Trustee will have a first priority perfected security interest in the applicable investment. A certificate as to a class of investments need not be issued with respect to individual investments in securities in that class if the certificate applicable to the class remains accurate with respect to such individual investments. On the date hereof, and on each anniversary of the Issue Date thereafter until the date upon which the balance of the Available Funds shall have been reduced to zero, each of the Trustee and the Escrow Agent shall receive an Opinion of Counsel to the Company, dated the date hereof or thereof, as the case may be, to the effect that the Escrow Agreement creates a valid, perfected first priority security interest in the Escrow Account and the collateral in favor of the Trustee for the benefit of the holders of the Notes. Such opinion shall meet the requirements of Section 314(b) of the TIA.
