Common use of Securities Intermediary Has No Notice of Adverse Claims Clause in Contracts

Securities Intermediary Has No Notice of Adverse Claims. Securities Intermediary represents and warrants that (i) it has no notice of any adverse claim against any of the Collateral other than the claim of Secured Party under this Agreement; and (ii) it is not, in its capacity as securities intermediary, party to any agreement other than this Agreement that governs its rights or duties, or limits or conflicts with the rights of Secured Party, including the exclusive right of Secured Party to control as provided in Section 4(f), with respect to the Collateral Accounts; provided, however, that the parties hereto recognize and acknowledge that immediately after the execution and delivery of this Agreement, the Pledgor, Securities Intermediary and the Indenture Trustee will enter into a Local Second Mortgage Notes Collateral Account Agreement (the "Local Second Mortgage Notes Collateral Account Agreement") pursuant to which Pledgor shall grant a security interest in, and control over, certain of the Collateral Accounts to the Indenture Trustee. Pursuant to the Project Lenders Intercreditor Agreement, the security interest so granted to the Indenture Trustee shall be subject to and subordinate to the security interest over the same collateral granted to Secured Party hereunder. Securities Intermediary agrees that until such time as it has been notified in writing by Secured Party that this Agreement has terminated, Securities Intermediary shall not comply with any Entitlement Orders originated by the Indenture Trustee or take any of the actions specified in clauses (i) through (vi) of Section 4(f) above, except with the consent of Secured Party.

Securities Intermediary Has No Notice of Adverse Claims. Securities Intermediary represents and warrants that (i) it has no notice of any adverse claim Adverse Claim against any of the Collateral other than the claim of Secured Party under this Agreement; and (ii) it is not, in its capacity as securities intermediary, party to any agreement other than this Agreement that governs its rights or duties, or limits or conflicts with the rights of Secured Party, including the exclusive right of Secured Party to control as provided in Section 4(f), with respect to the Collateral Accounts; provided, however, that the parties hereto recognize and acknowledge that immediately after prior to the execution and delivery of this Agreement, the Pledgor, Securities Intermediary and the Indenture Trustee will enter Bank Agent entered into a Local Second Mortgage Notes Bank Company Collateral Account Agreement (the "Local Second Mortgage Notes Bank Company Collateral Account Agreement") pursuant to which Pledgor shall grant granted a security interest in, and control over, certain of the Collateral Accounts to the Indenture TrusteeBank Agent. Pursuant to the Project Lenders Intercreditor Agreement, the security interest so granted to the Indenture Trustee Bank Agent shall be subject to senior and subordinate prior to the security interest over the same collateral granted to Secured Party hereunder. Notwithstanding any other provision of this Agreement to the contrary, except with respect to the Second Mortgage Notes Proceeds Account (as to which the parties hereto acknowledge that the Bank Agent has no lien), the Securities Intermediary agrees and the Secured Party agree that until such time as it has they have been notified in writing by Secured Party the Bank Agent that this the Bank Company Collateral Account Agreement has terminated, the Secured Party shall not issue, and Securities Intermediary shall not comply with with, any Entitlement Orders originated by the Indenture Trustee Secured Party in respect of the Collateral Accounts covered in the Bank Company Collateral Account Agreement or take any of the actions specified in clauses (i) through (vi) of Section 4(f) aboveabove in respect of such Collateral Accounts at the direction of the Secured Party, except with the consent of the Bank Agent. The foregoing shall not affect the Secured Party's rights in connection with the Second Mortgage Notes Proceeds Account in any manner whatsoever.

Securities Intermediary Has No Notice of Adverse Claims. Securities Intermediary represents and warrants that (i) it has no notice of any adverse claim Adverse Claim against any of the Collateral other than the claim of Secured Party under this Agreement; and (ii) it is not, in its capacity as securities intermediary, party to any agreement other than this Agreement that governs its rights or duties, or limits or conflicts with the rights of Secured Party, including the exclusive right of Secured Party to control as provided in Section 4(f), with respect to the Collateral Accounts; provided, however, that the parties hereto recognize and acknowledge that immediately after the execution and delivery of this Agreement, the Pledgor, the Securities Intermediary and the Indenture Trustee will enter into a Local Second Mortgage Notes Disbursement Collateral Account Agreement (Second Mortgage Notes) (the "Local Second Mortgage Notes Collateral Account Agreement") pursuant to which Pledgor shall grant a security interest in, and control over, certain of the Collateral Accounts to the Indenture TrusteeAccounts. Pursuant to the Project Lenders Intercreditor Agreement, the security interest so granted to the Indenture Trustee shall be subject to and subordinate to the security interest over the same collateral granted to Secured Party hereunder. The Securities Intermediary agrees that until such time as it has been notified in writing by Secured Party that this Agreement has terminated, the Securities Intermediary shall not comply with any Entitlement Orders originated by the Indenture Trustee or take any of the actions specified in clauses (iii) through (vi) of Section 4(f) above, except with the consent of Secured Party.