Common use of Representations, Warranties and Covenants of Custodian Clause in Contracts

Representations, Warranties and Covenants of Custodian. The Custodian represents and warrants to, and covenants with, the Collateral Agent as follows: (a) The Custodian qualifies as a "securities intermediary" as defined in UCC §8-102 with respect to the Collateral Account and agrees that, for the purposes of this Agreement, its "jurisdiction" (as determined by the rules set forth in UCC §8-110(e)) shall be the State of New York. (b) The Custodian maintains the Collateral Account solely in the Pledgor's name. The Collateral Account is a "securities account" as defined in UCC §8-501(a). The Pledgor is the Custodian's customer with respect to the Collateral Account. (c) As of the date of this Agreement, the Custodian does not know of any claim to, security interest in or lien upon the Collateral Account, except for claims and interests of the parties hereto. (d) The Custodian has not entered into any currently effective agreement with any person under which the Custodian may be obligated to comply with an Order (as defined below) originated by a person other than the Pledgor or the Secured Party and will not enter into any such agreement during the effectiveness of this Agreement.