Common use of Representations, Warranties and Covenants of the Securities Intermediary Clause in Contracts

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 makes the following representations, warranties and covenants: (a) This Agreement is the legal, valid and binding obligation of the Securities Intermediary, subject to (i) The Designated Accounts have been established as set forth the effect of bankruptcy, insolvency or similar laws and (ii) general equitable principles (whether enforceability of such principles is considered in Section 1 hereof and each Designated Account will be maintained a proceeding at law or in the manner set forth herein until termination of this Control Agreement. equity). (b) The Securities Intermediary shall not change is duly organized and validly existing under the name or account number of any Designated Account without the prior written consent laws of the Administrative Agentjurisdiction of its organization and, if relevant under such laws, in good standing. (iic) No item constituting Investment Collateral The Securities Intermediary has the power to execute this Agreement and any other documentation relating to this Agreement to which it is or a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; and this Agreement has been, and each other document will be registered in be, duly executed and delivered by it. (d) The execution and delivery of this Agreement and the name performance by the Securities Intermediary of the Pledgor, payable to its order terms of this Agreement do not conflict with or specially endorsed to it, except to result in a violation of (i) any United States federal or State of New York regulation or law governing the extent such item has been endorsed to banking trust powers of the Securities Intermediary or in blank. (iiiii) This Control Agreement is the valid and legally binding obligation organizational documents of the Securities Intermediary. (ive) No consent, approval, authorization or other action by or filing with any United States federal or New York State agency or other governmental body under any United States federal or New York State regulation or law, having jurisdiction over the banking or trust powers of the Securities Intermediary, is required in connection with the execution and delivery by the Securities Intermediary of this Agreement to which it is a party, or performance of the Securities Intermediary’s obligations under this Agreement. (f) 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 is and shall at all times be a “qualified custodian” as defined under Section 17 of the termination Investment Company Act of this Control Agreement the 1940, as amended. (g) The Securities Intermediary will not, without comply at all times with the written approval duties of a “Securities Intermediary” under Article 8 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 hereofUCC.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants: (i) The Designated Accounts have Account has been established as set forth in Section 1 hereof and each the Designated Account will be maintained in the manner set forth herein and in the Escrow Agreement until termination of this Control Agreement and the Escrow Agreement. The Securities Intermediary shall not change the name or account number of any the Designated Account without the prior written consent of the Administrative AgentTrustee. (ii) No item financial asset constituting Investment Collateral is or will be registered in the name of the Pledgor, payable to its order or specially endorsed indorsed to it, except to the extent such item financial asset has been endorsed indorsed 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 person pursuant to which it has agreed to comply with instructions entitlement orders (as defined in Section 8-102(a)(8) of the UCC) with respect to items financial assets credited to any the 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 prior written approval of the Administrative Agent (which shall not be unreasonably withheld)Trustee, enter into any agreement with any Person person pursuant to which the Securities Intermediary agrees to comply with entitlement orders with respect to Escrowed Property. Until the termination of this Control Agreement and the Escrow Agreement, the Securities Intermediary will not, without the prior written approval of the Trustee, enter into any agreement with any person relating to any the Designated Account or any Investment Property financial assets credited thereto pursuant to which it the Securities Intermediary agrees to comply with instructions entitlement orders of such Personperson. The Securities Intermediary has not entered into any other agreement with the Pledgor or Administrative Agent the Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with instructions entitlement orders with respect to Investment Property financial assets credited to any the Designated Account as set forth in Section 3 hereof.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representationsrepresents, warranties warrants and covenantscovenants that: (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 It shall not change the name or account number of any Designated the Collection Account or the Spread Account without the prior written consent of the Administrative Collateral Agent.; (ii) No item constituting Investment Collateral is All securities or will other property comprising any financial assets deposited in or credited to the Collection Account or the Spread Account shall be registered in the name of the PledgorSecurities 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 Issuer, payable to its the order of the Issuer or specially endorsed to itthe Issuer, except to the extent such item has the foregoing have been specifically endorsed to the Securities Intermediary or in blank.; (iii) This Control Agreement is the valid and legally binding obligation of All property delivered to the Securities Intermediary.Intermediary pursuant to this Agreement for deposit in or credit to the Collection Account or the Spread Account shall be promptly credited to such account; (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 Each of the termination Collection Account and the Spread Account is and shall remain a “securities account” as such term is defined in Section 8-501(a) of this Control Agreement the New York UCC, and the Securities Intermediary will notagrees that each item of property (whether investment property, without financial asset, security, instrument or cash) deposited in or credited to each such account shall be treated as a “financial asset” within the written approval meaning of Section 8-102(a)(9) of the Administrative AgentNew York UCC and that, enter into any agreement with any Person pursuant subject to which it agrees to comply with instructions with respect to Investment Collateral. Until the termination terms of this Control Agreement, the Securities Intermediary will nottreat 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) Xxxxx Fargo Bank, without National Association, in the written approval ordinary course of the Administrative Agent its business maintains securities accounts for others and is acting in that capacity in exercising its rights and discharging its duties hereunder; and (which shall not be unreasonably withheld), enter into vi) If at 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 time the Securities Intermediary shall receive any notification from the Collateral Agent directing transfer or redemption of any financial asset relating to the Collection Account or the Spread Account, the Securities Intermediary shall comply with instructions with respect to Investment Property credited to such entitlement order without further consent by the Issuer or any Designated Account as set forth in Section 3 hereofother person.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants: (ia) The Designated Securities Intermediary is a "securities intermediary" within the meaning of Section 8-102(a)(14) of the UCC and a "bank" within the meaning of Section 9-102(a)(8) of the UCC; (b) The Covered Accounts have been established as set forth in Section 1 hereof the recitals to this Agreement and each Designated Account will be maintained in the manner set forth herein until the 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. (iiic) This Control Agreement is the legal, valid and legally binding obligation of the Securities Intermediary., subject to (A) the effect of bankruptcy, insolvency or similar laws and (B) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (ivd) The Securities Intermediary is duly organized and validly existing under the laws of the jurisdiction of its organization and, if relevant under such laws, in good standing; (e) The Securities Intermediary has not entered into any agreement with the power to execute this Agreement and any other Person pursuant documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has agreed taken all necessary action to comply authorize such execution, delivery and performance; and this Agreement has been, and each other document will be, duly executed and delivered by it; (f) Such execution, delivery and performance do not violate or conflict with instructions any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (g) All governmental and other consents that are required to have been obtained by it with respect to items credited to this Agreement have been obtained and are in full force and effect and all conditions of any Designated Account. Until such consents have been complied with. (h) The Securities Intermediary is and shall at all times be a “qualified custodian” as defined under Section 17 of the termination Investment Company Act of this Control Agreement the 1940, as amended. (i) The Securities Intermediary will not, without comply at all times with the written approval duties of a “securities intermediary” under Article 8 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 UCC and an “intermediary” within the termination meaning of this Control Agreement, the Securities Intermediary will not, without the written approval Article 1(1)(c) 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 Hague 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 hereofConvention.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants: (a) The Securities Intermediary is (i) a “securities intermediary” within the meaning of Section 8-102(a) of the UCC, (ii) an “intermediary” within the meaning of the Hague Securities Convention and (iii) has a “qualifying office” in the United States within the meaning of the Hague Securities Convention; (b) The Designated Accounts have been established as set forth in Section 1 hereof the recitals to this Agreement and each Designated Account will be maintained in the manner set forth herein until the 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. (iiic) This Control Agreement is the legal, valid and legally binding obligation of the Securities Intermediary., subject to (A) the effect of bankruptcy, insolvency or similar laws and (B) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (ivd) The Securities Intermediary is duly organized and validly existing under the laws of the jurisdiction of its organization and, if relevant under such laws, in good standing; (e) The Securities Intermediary has not entered into any agreement with the power to execute this Agreement and any other Person pursuant documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has agreed taken all necessary action to comply authorize such execution, delivery and performance; and this Agreement has been, and each other document will be, duly executed and delivered by it; (f) Such execution, delivery and performance do not violate or conflict with instructions any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; and (g) All governmental and other consents that are required to have been obtained by it with respect to items credited to this Agreement have been obtained and are in full force and effect and all conditions of 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 hereofconsents have been complied with.

Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants: : (ia) The Designated Securities Intermediary is a "securities intermediary" within the meaning of Section 8-102(a)(14) of the UCC and a "bank" within the meaning of Section 9-102(a)(8) of the UCC; (b) The Covered Accounts have been established as set forth in Section 1 hereof the recitals to this Agreement and each Designated Account will be maintained in the manner set forth herein until the 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. (iiic) This Control Agreement is the legal, valid and legally binding obligation of the Securities Intermediary. , subject to (ivA) the effect of bankruptcy, insolvency or similar laws and (B) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (d) The Securities Intermediary is duly organized and validly existing under the laws of the jurisdiction of its organization and, if relevant under such laws, in good standing; (e) The Securities Intermediary has not entered into any agreement with the power to execute this Agreement and any other Person pursuant documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has agreed taken all necessary action to comply authorize such execution, delivery and performance; and this Agreement has been, and each other document will be, duly executed and delivered by it; (f) Such execution, delivery and performance do not violate or conflict with instructions any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (g) All governmental and other consents that are required to have been obtained by it with respect to items credited to this Agreement have been obtained and are in full force and effect and all conditions of 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 hereofconsents have been complied with.