Common use of Custodian Representations Clause in Contracts

Custodian Representations. (i) The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement, that it has not entered into, and until the termination of this Agreement will not enter into, any agreement (other than the Custodian Agreement) with any other person or entity relating to any Collateral Account or any financial asset or cash credited thereto under which it has agreed to comply with entitlement orders (as defined in Section 8-102 of the UCC) or instructions (within the meaning of Section 9-104 of the UCC) of such other person or entity. The Custodian has not entered into any other agreement with Party A or Party B purporting to limit or condition the obligation of the Custodian to comply with entitlement orders as set forth in Sections 2.2 or 2.3 hereof. (ii) The Collateral Account have been established and will be maintained in the manner set forth herein until termination of this Agreement. The Custodian shall not change the name or account number of the Collateral Account without the prior written consent of Party A. (iii) No financial asset is or will be registered in the name of Party B, payable to its order, or specially endorsed to it, except to the extent such financial asset has been endorsed to the Custodian or in blank (unless and except to the extent the Custodian has agreed to hold such asset as bailee on behalf of the Secured Party in accordance with clause (a) of the definition of “Delivery” in the Security Agreement). (iv) This Agreement is the valid and legally binding obligations of the Custodian, enforceable against the Custodian in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcements of creditors’ rights generally and by general equitable principals (whether enforcement is sought by proceedings in equity or at law).

Custodian Representations. (i) The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement, that it has not entered into, and until the termination of this Agreement will not enter into, any agreement (other than the Custodian Custody Agreement) with any other person or entity relating to any Collateral Account or any financial asset or cash credited thereto under which it has agreed to comply with entitlement orders (as defined in Section 8-102 of the UCC) or instructions (within the meaning of Section 9-104 of the UCC) of such other person or entity. The Custodian has not entered into any other agreement with Party A or Party B purporting to limit or condition the obligation of the Custodian to comply with entitlement orders as set forth in Sections 2.2 or 2.3 hereof. (ii) The Collateral Account Accounts have been established and will be maintained in the manner set forth herein until termination of this Agreement. The Custodian shall not change the name or account number of the Collateral Account Accounts without the prior written consent of Party A. (iii) No financial asset is or will be registered in the name of Party B, payable to its order, or specially endorsed to it, except to the extent such financial asset has been endorsed to the Custodian or in blank (unless and except to the extent the Custodian has agreed to hold such asset as bailee on behalf of the Secured Party in accordance with clause (a) of the definition of “Delivery” in the Security Agreement). (iv) This Agreement is the valid and legally binding obligations of the Custodian, enforceable against the Custodian in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcements of creditors’ rights generally and by general equitable principals (whether enforcement is sought by proceedings in equity or at law).

Custodian Representations. (i) The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement, that it has not entered into, and until the termination of this Agreement will not enter into, any agreement (other than the Custodian Agreement) with any other person or entity relating to any Collateral Account or any financial asset or cash credited thereto under which it has agreed to comply with entitlement orders (as defined in Section 8-102 of the UCC) or instructions (within the meaning of Section 9-104 of the UCC) of such other person or entity. The Custodian has not entered into any other agreement with Party A or Party B purporting to limit or condition the obligation of the Custodian to comply with entitlement orders as set forth in Sections 2.2 or 2.3 hereof. (ii) The Collateral Account Accounts have been established and will be maintained in the manner set forth herein until termination of this Agreement. The Custodian shall not change the name or account number of the Collateral Account Accounts without the prior written consent of Party A. (iii) No financial asset is or will be registered in the name of Party B, payable to its order, or specially endorsed to it, except to the extent such financial asset has been endorsed to the Custodian or in blank (unless and except to the extent the Custodian has agreed to hold such asset as bailee on behalf of the Secured Party in accordance with clause (a) of the definition of “Delivery” in the Security Agreement). (iv) This Agreement is the valid and legally binding obligations of the Custodian, enforceable against the Custodian in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcements of creditors’ rights generally and by general equitable principals (whether enforcement is sought by proceedings in equity or at law).

Custodian Representations. (i) The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement, that it has not entered into, and until the termination of this Agreement will not enter into, any agreement (other than the Custodian Agreement and the Master Loan and Security Agreement) with any other person or entity relating to any Collateral Account or any financial asset or cash credited thereto under which it has agreed to comply with entitlement orders (as defined in Section 8-102 of the UCC) or instructions (within the meaning of Section 9-104 of the UCC) of such other person or entity. The Custodian has not entered into any other agreement with Party A or Party B purporting to limit or condition the obligation of the Custodian to comply with entitlement orders as set forth in Sections 2.2 or 2.3 hereof. (ii) The Collateral Account Accounts have been established and will be maintained in the manner set forth herein until termination of this Agreement. The Custodian shall not change the name or account number of the Collateral Account Accounts without the prior written consent of Party A. (iii) No financial asset is or will be registered in the name of Party B, payable to its order, or specially endorsed to it, except to the extent such financial asset has been endorsed to the Custodian or in blank (unless and except to the extent the Custodian has agreed to hold such asset as bailee on behalf of the Secured Party in accordance with clause clause (a) of the definition of “Delivery” in the Security Agreement). (iv) This Agreement is the valid and legally binding obligations of the Custodian, enforceable against the Custodian in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcements of creditors’ rights generally and by general equitable principals (whether enforcement is sought by proceedings in equity or at law).

Custodian Representations. (i) The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement, that it has not entered into, and until the termination of this Agreement will not enter into, any agreement (other than the Custodian Agreement) with any other person or entity relating to any Collateral Account or any financial asset or cash credited thereto under which it has agreed to comply with entitlement orders (as defined in Section 8-102 of the UCC) or instructions (within the meaning of Section 9-104 of the UCC) of such other person or entity. The Custodian has not entered into any other agreement with Party A FRBB or Party B Borrower purporting to limit or condition the obligation of the Custodian to comply with entitlement orders as set forth in Sections 2.2 or 2.3 hereof. (ii) The Collateral Account Accounts have been established and will be maintained in the manner set forth herein until termination of this Agreement. The Custodian shall not change the name or account number of the Collateral Account Accounts without the prior written consent of Party A.FRBB. (iii) No financial asset is or will be registered in the name of Party BBorrower, payable to its order, or specially endorsed to it, except to the extent such financial asset has been endorsed to the Custodian or in blank (unless and except to the extent the Custodian has agreed to hold such asset as bailee on behalf of the Secured Party in accordance with clause (a) of the definition of “Delivery” in the Security Agreement). (iv) This Agreement is the valid and legally binding obligations of the Custodian, enforceable against the Custodian in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcements of creditors’ rights generally and by general equitable principals (whether enforcement is sought by proceedings in equity or at law).