Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants:
(a) The Deposit Account has been established as set forth in Section 1 and such Deposit 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 Financial Institution.
Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants:
Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby represents, warrants and covenants to Company and Lender that:
(i) the Deposit Accounts have each been established as set forth in Section 2, and the Financial Institution covenants that the Deposit Accounts will be maintained in the manner set forth herein until termination of this Agreement;
(ii) it has not assigned, pledged or granted a security interest in any of the Deposit Accounts or any Deposit Funds in or credited in such Deposit Accounts; and
(iii) this Agreement constitutes the legal, valid and binding obligation of the Financial Institution, enforceable against the Financial Institution in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants:
(a) [each] [the] Collateral Account has each been established as set forth in Section 1 and such Collateral Accounts will be maintained in the manner set forth herein until termination of this Control Agreement;
(b) [each] [the] Deposit Account is a deposit account (within the meaning of Section 9-102 of the UCC), and [each] [the] Securities Account is a securities account (within the meaning of Section 8-501 of the UCC);
(c) the Financial Institution constitutes a “bank” (as defined in Section 9-102 of the UCC) and the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Financial Institution for purposes of the Deposit Accounts shall be one or more States within the United States;
(d) the Financial Institution constitutes a “securities intermediary” (as defined in Section 8-102 of the UCC) and the jurisdiction (determined in accordance with Section 8-110 of the UCC) of the Financial Institution for purposes of the Securities Accounts shall be one or more States within the United States; and
(e) this Control Agreement is the valid and legally binding obligation of the Financial Institution.
Representations, Warranties and Covenants of the Financial Institution. The Financial Institution 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 Financial Institution shall not change the name or account number of any Designated Account without the prior written consent of the Agents.
(ii) The Financial Institution is a “securities intermediary,” as such term is defined in the UCC.
(iii) All property credited to any Designated Account will be treated as “financial assets,” as such term is defined in the UCC.
(iv) This Control Agreement is the valid and legally binding obligation of the Financial Institution, enforceable against the Financial Institution in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(v) The Financial Institution has not entered into any agreement with any person or entity pursuant to which it has agreed to comply with any entitlement orders or instructions with respect to any Designated Account other than the Controlling Party. Until the termination of this Control Agreement, the Financial Institution will not, without the written approval of the Controlling Party, enter into any agreement with any person or entity pursuant to which it agrees to comply with any orders or instructions of such Person with respect to any Designated Account.
(vi) The Financial Institution has not entered into any other agreement with the Pledgor or the Controlling Party purporting to limit or condition the obligation of the Financial Institution to comply with any orders or instructions with respect to any Designated Account as set forth in Section 2 hereof.
Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants:
(a) The Pledged Accounts have each been established as set forth in Section 1 and such Accounts will be maintained in the manner set forth herein until termination of this Agreement; and
(b) This Collateral Account Control Agreement is the valid and legally binding obligations of the Financial Institution.
Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants to and with Agent and the Company:
(a) The Deposit Account has been established as set forth in Section 1 and the Deposit Account will be maintained in the manner set forth herein until termination of this Agreement; and
(b) The Financial Institution shall not, during the term of this Agreement, amend or otherwise modify either the account agreement, if any, or its policies and procedures with respect to the Deposit Account in derogation of Agent's rights hereunder without Agent's prior written consent; and
(c) This Agreement is the valid and legally binding obligation of the Financial Institution.
Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants: EXHIBIT D-3
(a) The Deposit Account has been established as set forth in Section 2 and such Deposit 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 Financial Institution.
Representations, Warranties and Covenants of the Financial Institution. The Financial Institution 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 Financial Institution shall not change the name or account number of any Designated Account without the prior written consent of the Collateral Agent.
(ii) The Financial Institution is a “bank,” as such term is defined in Section 9-102(a)(8) of the UCC.
(iii) This Control Agreement is the valid and legally binding obligation of the Financial Institution enforceable against the Financial Institution in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law .
(iv) The Financial Institution has not entered into any agreement with any person or entity pursuant to which it has agreed to comply with any orders or instructions with respect to any Designated Account other than the Collateral Agent. Until the termination of this Control Agreement, the Financial Institution will not, without the written approval of the Collateral Agent, enter into any agreement with any person or entity pursuant to which it agrees to comply with any orders or instructions of such person or entity with respect to any Designated Account.
(v) The Financial Institution has not entered into any other agreement with the Pledgor or the Collateral Agent purporting to limit or condition the obligation of the Financial Institution to comply with any orders or instructions with respect to any Designated Account as set forth in Section 2 hereof.
Representations, Warranties and Covenants of the Financial Institution. The Financial Institution 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 Financial Institution shall not change the name or account number of any Designated Account without the prior written consent of the Agents.
(ii) The Financial Institution is a “bank,” as such term is defined in the UCC.
(iii) This Control Agreement is the valid and legally binding obligation of the Financial Institution, enforceable against the Financial Institution in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(iv) The Financial Institution has not entered into any agreement with any person or entity pursuant to which it has agreed to comply with any orders or instructions with respect to any Designated Account other than the Controlling Party. Until the termination of this Control Agreement, the Financial Institution will not, without the written approval of the Controlling Party, enter into any agreement with any person or entity pursuant to which it agrees to comply with any orders or instructions of such person or entity with respect to any Designated Account.
(v) The Financial Institution has not entered into any other agreement with the Pledgor or the Controlling Party purporting to limit or condition the obligation of the Financial Institution to comply with any orders or instructions with respect to any Designated Account as set forth in Section 2 hereof.
