Common use of Other Representations and Covenants of Depositary Banks Clause in Contracts

Other Representations and Covenants of Depositary Banks. Each Depositary Bank hereby severally represents, warrants, covenants, and agrees as follows: (a) until any Depositary Bank’s obligations hereunder shall terminate in accordance with the terms hereof, each of the Accounts with such Depositary Bank shall be held by such Depositary Bank for the benefit of the Authority or the Trust, as applicable; (b) in furtherance of clause (a) above, such Depositary Bank shall credit such assets, property, and items to the appropriate Accounts in accordance with this Agreement; (c) to the maximum extent permitted by Applicable Law, all funds and other assets, of any nature whatsoever, excluding Cash, from time to time carried in the Accounts shall constitute financial assets, and such Depositary Bank shall treat all such assets, property and items as financial assets; (d) except as provided herein, (i) no Depositary Bank knows of any right or claim to or interest in the Accounts (including any “adverse claim” within the meaning of Section 8-102(a)(1) of the UCC) by any Person other than the Authority and the Trust, and (ii) no Depositary Bank has entered into nor will any enter into any agreement with any other Person (including the Authority and/or the Trust) (A) relating to any Account and/or any financial assets from time to time credited thereto pursuant to which it has agreed to comply with Entitlement Orders of such Person or any other Person or (B) that is inconsistent with this Agreement; and (e) each Depositary Bank hereby (i) waives and releases any lien, encumbrance, claim, right of set off or other right it may have against the Accounts or any financial asset carried in the Accounts or any credit balance in the Accounts and (ii) agrees that it shall not assert any such lien, encumbrance, claim or right against the Accounts or any financial asset carried in the Accounts or any credit balance in the Accounts.

Other Representations and Covenants of Depositary Banks. Each Depositary Bank hereby severally represents, warrants, covenants, and agrees as follows: (a) such Depositary Bank in its capacity as Securities Intermediary (i) is a Securities Intermediary with respect to financial assets and financial entitlements on the Effective Date or the date on which such Depositary Bank becomes a party to this Agreement, as applicable, and, so long as this Agreement remains in effect, shall remain a Securities Intermediary, and shall act as such with respect to the Accounts and all of the financial assets, property, and items (including all Security Entitlements and financial assets maintained or carried in the Accounts, but excluding Cash) from time to time transferred, credited or deposited to or maintained or carried in the Accounts, (ii) shall comply with any and all Entitlement Orders received by it from the Collateral Agent in respect of the Accounts, in each case, without further consent of any other Person in accordance with the terms of this Agreement, and (iii) shall not comply with the Entitlement Orders of any other Person other than as set forth in this Agreement; (b) notwithstanding any other provision of this Agreement or any other agreement governing any Account to the contrary, for purposes of the UCC and the Hague Convention the “securities intermediary’’s jurisdiction” (within the meaning of Section 8--110(e) or 9--301 and 9--305 (as applicable) of the UCC) of each Depositary Bank acting as Securities Intermediary is and shall continue to be the State of New YorkNevada (it being acknowledged and agreed that, to the extent that any agreements between the Depositary Bank and the Authority governing the Accounts do not provide that the laws of the State of New YorkNevada shall govern all of the issues specified in Article 2(1) of the Hague Convention, Authority and the Depositary Bank agree that such agreement is hereby amended to provide that the law applicable to all issues specified in Article 2(1) of the Hague Convention shall be the laws of the State of New YorkNevada); (c) until any Depositary Bank’’s obligations hereunder shall terminate in accordance with the terms hereof, each of the Accounts with such Depositary Bank shall be held by such Depositary Bank for the benefit of the Authority Collateral Agent and, to the extent provided in Section 3.2 following the Release Date, the Authority, at all times until the Termination Date, and the Collateral Agent shall have exclusive control and, sole right of withdrawal over all Accounts and shall have “control” (within the meaning of Section 8--106(d)(2) or the Trust, 9--104(a) (as applicable) of the UCC) of all amounts on deposit in or credited to each Account; (bd) in furtherance of clause (ac) above, such Depositary Bank shall credit such assets, property, and items to the appropriate Accounts in accordance with this Agreement; provided that all such assets credited to any Account shall be registered in the name of, payable to the order of, or indorsed to the applicable Depositary Bank or in blank; provided, further that in no event shall any amounts or Permitted Investments deposited in or credited to any Account be registered in the name of the Authority or the Trust, as applicable, payable to the order of the Authority or the Trust, as applicable, or specially indorsed to the Authority or the Trust, as applicable, except to the extent that the foregoing have been subsequently indorsed by the Authority or the Trust, as applicable, to the applicable Depositary Bank or in blank; (ce) to the maximum extent permitted by Applicable Law, all funds and other assets, of any nature whatsoever, excluding Cash, from time to time carried in the Accounts shall constitute financial assets, and such Depositary Bank shall treat all such assets, property and items as financial assets; (df) except as provided herein, (i) no Depositary Bank knows of any right or claim to or interest in the Accounts (including any “adverse claim” within the meaning of Section 8-102(a)(1-102(a)(1) of the UCC) by any Person other than the Authority and the Trust, and (ii) no Depositary Bank has entered into nor will any enter into any agreement with any other Person (including the Authority and/or the Trust) (A) relating to any Account and/or any financial assets from time to time credited thereto pursuant to which it has agreed to comply with Entitlement Orders of such Person or any other Person or (B) that is inconsistent with this Agreement; and (e) each Depositary Bank hereby (i) waives and releases any lien, encumbrance, claim, right of set off or other right it may have against the Accounts or any financial asset carried in the Accounts or any credit balance in the Accounts and (ii) agrees that it shall not assert any such lien, encumbrance, claim or right against the Accounts or any financial asset carried in the Accounts or any credit balance in the Accounts.,

Other Representations and Covenants of Depositary Banks. Each Depositary Bank hereby severally represents, warrants, covenants, and agrees as follows: (a) such Depositary Bank in its capacity as Securities Intermediary (i) is a Securities Intermediary with respect to financial assets and financial entitlements on the Effective Date or the date on which such Depositary Bank becomes a party to this Agreement, as applicable, and, so long as this Agreement remains in effect, shall remain a Securities Intermediary, and shall act as such with respect to the Accounts and all of the financial assets, property, and items (including all Security Entitlements and financial assets maintained or carried in the Accounts, but excluding Cash) from time to time transferred, credited or deposited to or maintained or carried in the Accounts, (ii) shall comply with any and all Entitlement Orders received by it from the Collateral Agent in respect of the Accounts, in each case, without further consent of any other Person in accordance with the terms of this Agreement, and (iii) shall not comply with the Entitlement Orders of any other Person other than as set forth in this Agreement; (b) notwithstanding any other provision of this Agreement or any other agreement governing any Account to the contrary, for purposes of the UCC and the Hague Convention the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) or 9-301 and 9-305 (as applicable) of the UCC) of each Depositary Bank acting as Securities Intermediary is and shall continue to be the State of Nevada (it being acknowledged and agreed that, to the extent that any agreements between the Depositary Bank and the Authority governing the Accounts do not provide that the laws of the State of Nevada shall govern all of the issues specified in Article 2(1) of the Hague Convention, Authority and the Depositary Bank agree that such agreement is hereby amended to provide that the law applicable to all issues specified in Article 2(1) of the Hague Convention shall be the laws of the State of Nevada); (c) until any Depositary Bank’s obligations hereunder shall terminate in accordance with the terms hereof, each of the Accounts with such Depositary Bank shall be held by such Depositary Bank for the benefit of the Authority Collateral Agent and, to the extent provided in Section 3.2 following the Release Date, the Authority, at all times until the Termination Date, and the Collateral Agent shall have exclusive control and, sole right of withdrawal over all Accounts and shall have “control” (within the meaning of Section 8- 106(d)(2) or the Trust, 9-104(a) (as applicable) of the UCC) of all amounts on deposit in or credited to each Account; (bd) in furtherance of clause (ac) above, such Depositary Bank shall credit such assets, property, and items to the appropriate Accounts in accordance with this Agreement; provided that all such assets credited to any Account shall be registered in the name of, payable to the order of, or indorsed to the applicable Depositary Bank or in blank; provided, further that in no event shall any amounts or Permitted Investments deposited in or credited to any Account be registered in the name of the Authority or the Trust, as applicable, payable to the order of the Authority or the Trust, as applicable, or specially indorsed to the Authority or the Trust, as applicable, except to the extent that the foregoing have been subsequently indorsed by the Authority or the Trust, as applicable, to the applicable Depositary Bank or in blank; (ce) to the maximum extent permitted by Applicable Law, all funds and other assets, of any nature whatsoever, excluding Cash, from time to time carried in the Accounts shall constitute financial assets, and such Depositary Bank shall treat all such assets, property and items as financial assets; (df) except as provided herein, (i) no Depositary Bank knows of any right or claim to or interest in the Accounts (including any “adverse claim” within the meaning of Section 8-102(a)(1) of the UCC) by any Person other than the Authority and the Trust, and (ii) no Depositary Bank has entered into nor will any enter into any agreement with any other Person (including the Authority and/or the Trust) (A) relating to any Account and/or any financial assets from time to time credited thereto pursuant to which it has agreed to comply with Entitlement Orders of such Person or any other Person or (B) that is inconsistent with this Agreement; and (e) each Depositary Bank hereby (i) waives and releases any lien, encumbrance, claim, right of set off or other right it may have against the Accounts or any financial asset carried in the Accounts or any credit balance in the Accounts and (ii) agrees that it shall not assert any such lien, encumbrance, claim or right against the Accounts or any financial asset carried in the Accounts or any credit balance in the Accounts.,

Other Representations and Covenants of Depositary Banks. Each Depositary Bank hereby severally represents, warrants, covenants, covenants and agrees as follows: (a) such Depositary Bank in its capacity as Securities Intermediary (i) is a Securities Intermediary with respect to financial assets and financial entitlements on the Effective Date or the date on which such Depositary Bank becomes a party to this Agreement, as applicable, and, so long as this Agreement remains in effect, shall remain a Securities Intermediary, and shall act as such with respect to the Accounts and all of the financial assets, property and items (including all Security Entitlements and financial assets maintained or carried in the Accounts, but excluding Cash) from time to time transferred, credited or deposited to or maintained or carried in the Accounts, (ii) shall comply with any and all Entitlement Orders received by it from the Collateral Agent in respect of the Accounts, in each case, without further consent of any other Person in accordance with the terms of this Agreement and (iii) shall not comply with the Entitlement Orders of any other Person other than as set forth in this Agreement; (b) notwithstanding any other provision of this Agreement or any other agreement governing any Account to the contrary, for purposes of the UCC and the Hague Convention the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) or 9-301 and 9-305 (as applicable) of the UCC) of each Depositary Bank acting as Securities Intermediary is and shall continue to be the State of New York (it being acknowledged and agreed that, to the extent that any agreements between the Depositary Bank and the Authority governing the Accounts do not provide that the laws of the State of New York shall govern all of the issues specified in Article 2(1) of the Hague Convention, Authority and the Depositary Bank agree that such agreement is hereby amended to provide that the law applicable to all issues specified in Article 2(1) of the Hague Convention shall be the laws of the State of New York); (c) until any Depositary Bank’s obligations hereunder shall terminate in accordance with the terms hereof, each of the Accounts with such Depositary Bank shall be held by such Depositary Bank for the benefit of the Authority Collateral Agent and, to the extent provided in Section 3.2 following the Release Date, the Authority, at all times until the Termination Date, and the Collateral Agent shall have exclusive control and, sole right of withdrawal over all Accounts and shall have “control” (within the meaning of Section 8-106(d)(2) or the Trust, 9-104(a) (as applicable) of the UCC) of all amounts on deposit in or credited to each Account; (bd) in furtherance of clause (ac) above, such Depositary Bank shall credit such assets, property, property and items to the appropriate Accounts in accordance with this Agreement; provided that all such assets credited to any Account shall be registered in the name of, payable to the order of, or indorsed to the applicable Depositary Bank or in blank; provided, further that in no event shall any amounts or Permitted Investments deposited in or credited to any Account be registered in the name of the Authority or the Trust, as applicable, payable to the order of the Authority or the Trust, as applicable, or specially indorsed to the Authority or the Trust, as applicable, except to the extent that the foregoing have been subsequently indorsed by the Authority or the Trust, as applicable, to the applicable Depositary Bank or in blank; (ce) to the maximum extent permitted by Applicable Law, all funds and other assets, of any nature whatsoever, excluding Cash, from time to time carried in the Accounts shall constitute financial assets, and such Depositary Bank shall treat all such assets, property and items as financial assets; (df) except as provided herein, (i) no Depositary Bank knows of any right or claim to or interest in the Accounts (including any “adverse claim” within the meaning of Section 8-102(a)(1) of the UCC) by any Person other than the Authority and the Trust, and (ii) no Depositary Bank has entered into nor will any enter into any agreement with any other Person (including the Authority and/or the Trust) (A) relating to any Account and/or any financial assets from time to time credited thereto pursuant to which it has agreed to comply with Entitlement Orders of such Person or any other Person or (B) that is inconsistent with this Agreement; and (e) each Depositary Bank hereby (i) waives and releases any lien, encumbrance, claim, right of set off or other right it may have against the Accounts or any financial asset carried in the Accounts or any credit balance in the Accounts and (ii) agrees that it shall not assert any such lien, encumbrance, claim or right against the Accounts or any financial asset carried in the Accounts or any credit balance in the Accounts.,

Other Representations and Covenants of Depositary Banks. Each Depositary Bank hereby severally represents, warrants, covenants, and agrees as follows: (a) such Depositary Bank in its capacity as Securities Intermediary (i) is a Securities Intermediary with respect to financial assets and financial entitlements on the Effective Date or the date on which such Depositary Bank becomes a party to this Agreement, as applicable, and, so long as this Agreement remains in effect, shall remain a Securities Intermediary, and shall act as such with respect to the Accounts and all of the financial assets, property, and items (including all Security Entitlements and financial assets maintained or carried in the Accounts, but excluding Cash) from time to time transferred, credited or deposited to or maintained or carried in the Accounts, (ii) shall comply with any and all Entitlement Orders received by it from the Collateral Agent in respect of the Accounts, in each case, without further consent of any other Person in accordance with the terms of this Agreement, and (iii) shall not comply with the Entitlement Orders of any other Person other than as set forth in this Agreement;] [(b) notwithstanding any other provision of this Agreement or any other agreement governing any Account to the contrary, for purposes of the UCC and the Hague Convention the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) or 9-301 and 9-305 (as applicable) of the UCC) of each Depositary Bank acting as Securities Intermediary is and shall continue to be the State of Nevada (it being acknowledged and agreed that, to the extent that any agreements between the Depositary Bank and the Authority governing the Accounts do not provide that the laws of the State of Nevada shall govern all of the issues specified in Article 2(1) of the Hague Convention, Authority and the Depositary Bank agree that such agreement is hereby amended to provide that the law applicable to all issues specified in Article 2(1) of the Hague Convention shall be the laws of the State of Nevada);] (a) until any Depositary Bank[’]’s obligations hereunder shall terminate in accordance with the terms hereof, each of the Accounts with such Depositary Bank shall be held by such Depositary Bank for the benefit of the [Collateral Agent and, to the extent provided in Section 3.2 following the Release Date, the Authority, at all times until the Termination Date, and the Collateral Agent shall have exclusive control and, sole right of withdrawal over all Accounts and shall have “control” (within the meaning of Section 8-106(d)(2) or 9-104(a) (]Authority or the Trust, as applicable[) of the UCC) of all amounts on deposit in or credited to each Account]; (b) in furtherance of clause (a[c]a) above, such Depositary Bank shall credit such assets, property, and items to the appropriate Accounts in accordance with this Agreement;[ provided that all such assets credited to any Account shall be registered in the name of, payable to the order of, or indorsed to the applicable Depositary Bank or in blank; provided, further that in no event shall any amounts or Permitted Investments deposited in or credited to any Account be registered in the name of the Authority or the Trust, as applicable, payable to the order of the Authority or the Trust, as applicable, or specially indorsed to the Authority or the Trust, as applicable, except to the extent that the foregoing have been subsequently indorsed by the Authority or the Trust, as applicable, to the applicable Depositary Bank or in blank;] (c) to the maximum extent permitted by Applicable Law, all funds and other assets, of any nature whatsoever, excluding Cash, from time to time carried in the Accounts shall constitute financial assets, and such Depositary Bank shall treat all such assets, property and items as financial assets; (d) except as provided herein, (i) no Depositary Bank knows of any right or claim to or interest in the Accounts (including any “adverse claim” within the meaning of Section 8-102(a)(1) of the UCC) by any Person other than the Authority and the Trust, and (ii) no Depositary Bank has entered into nor will any enter into any agreement with any other Person (including the Authority and/or the Trust) (A) relating to any Account and/or any financial assets from time to time credited thereto thereto[, or Securities Entitlements carried therein,] pursuant to which it has agreed to comply with Entitlement Orders of such Person or any other Person Person[, (B) purporting to limit or condition the obligation of any Depositary Bank to comply with Entitlement Orders originated by the Collateral Agent or (C] or (B) that is inconsistent with this Agreement; and (e) each Depositary Bank hereby (i) waives and releases any lien, encumbrance, claim, right of set off or other right it may have against the Accounts or any financial asset carried in the Accounts or any credit balance in the Accounts Accounts[ or Securities Entitlements carried therein] and (ii) agrees that it shall not assert any such lien, encumbrance, claim or right against the Accounts or any financial asset carried in the Accounts or any credit balance in the Accounts[ or Securities Entitlements carried therein].