Representations, Warranties and Covenants of the Securities Intermediary Sample Clauses

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants: (a) The Securities Account has been established as set forth in Section 1 above and such Securities Account will be maintained in the manner set forth herein until termination of this Agreement; and (b) This Agreement is the valid and legally binding obligation of the Securities Intermediary.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Secured Party and the Issuer, and covenants that:

Representations, Warranties and Covenants of the Securities Intermediary. Section 3.01.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants: (i) The Designated Accounts have been established as set forth in Section 1 hereof and each Designated Account will be maintained in the manner set forth herein until termination of this Control Agreement. The Securities Intermediary shall not change the name or account number of any Designated Account without the prior written consent of the Administrative Agent. (ii) No item constituting Investment Collateral is or will be registered in the name of the Pledgor, payable to its order or specially endorsed to it, except to the extent such item has been endorsed to the Securities Intermediary or in blank. (iii) This Control Agreement is the valid and legally binding obligation of the Securities Intermediary. (iv) The Securities Intermediary has not entered into any agreement with any other Person pursuant to which it has agreed to comply with instructions with respect to items credited to any Designated Account. Until the termination of this Control Agreement the Securities Intermediary will not, without the written approval of the Administrative Agent, enter into any agreement with any Person pursuant to which it agrees to comply with instructions with respect to Investment Collateral. Until the termination of this Control Agreement, the Securities Intermediary will not, without the written approval of the Administrative Agent (which shall not be unreasonably withheld), enter into any agreement with any Person relating to any Designated Account or any Investment Property credited thereto pursuant to which it agrees to comply with instructions of such Person. The Securities Intermediary has not entered into any other agreement with the Pledgor or Administrative Agent purporting to limit or condition the obligation of the Securities Intermediary to comply with instructions with respect to Investment Property credited to any Designated Account as set forth in Section 3 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants that:

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary represents and warrants that, as of the date hereof, the Securities Intermediary has a physical office in the United States and is engaged in a business or other regular activity of maintaining securities accounts. The Securities Intermediary agrees that, at all times while this Indenture is in effect, it shall maintain a physical office in the United States that satisfies the criteria set forth in Article 4(1)(a) or (b) of the Hague Securities Convention.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary represents, warrants and covenants that: (i) It shall not change the name or account number of the Collection Account, the Funding Account, the Yield Supplement Account or the Reserve Account (collectively, the "COLLATERAL AGENT ACCOUNTS") without the prior written consent of the Collateral Agent and the Note Insurer; (ii) All securities or other property comprising any financial assets deposited in or credited to the Collateral Agent Accounts shall be registered in the name of the Securities Intermediary or the Collateral Agent or in blank or shall be credited to another securities account or accounts maintained in the name of the Securities Intermediary, and in no case shall any financial asset deposited in or credited to any such account be registered in the name of the Debtor, payable to the order of the Debtor or specially endorsed to the Debtor, except to the extent the foregoing have been specifically endorsed to the Securities Intermediary or in blank; (iii) All property delivered to the Securities Intermediary pursuant to this Agreement for deposit in or credit to the Collateral Agent Accounts shall be promptly credited to such account; (iv) Each of the Collateral Agent Accounts is and shall remain a "securities account" as such term is defined in Section 8-501(a) of the New York UCC, and the Securities Intermediary agrees that each item of property (whether investment property, financial asset, security, instrument or cash) deposited in or credited to each such account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the New York UCC and that, subject to the terms of this Agreement, the Securities Intermediary will treat the Collateral Agent as the holder of a security entitlement in and as entitled to exercise the rights that comprise any financial asset deposited in or credited to such account; (v) The Chase Manhattan Bank, in the ordinary course of its business maintains securities accounts for others and is acting in that capacity in exercising its rights and discharging its duties hereunder; and (vi) If at any time the Securities Intermediary shall receive any notification from the Collateral Agent directing transfer or redemption of any financial asset relating to the Collateral Agent Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person.

Representations, Warranties and Covenants of the Securities Intermediary. 3.01. Representations, Warranties and Covenants of the Securities Intermediary............ 3 ARTICLE FOUR MISCELLANEOUS