Substantially contemporaneously with the execution and delivery of this Certificate, the Trustee has established and will maintain the Securities Account with the Securities Intermediary. The Securities Intermediary has received $11,875,000 from the net proceeds from the sale of the Notes and has used those funds to purchase Pledged Securities (or intends to do so as soon as practicable). The Securities Intermediary has made or will (upon purchase of the Pledged Securities) make appropriate book entries in its records establishing that the Pledged Securities and the Trustee's Securities Entitlement thereto have been credited to and are held in the Securities Account.
Substantially contemporaneously with the execution and delivery of this Certificate, the Trustee has established with the EarthWatch Securities Intermediary, as securities intermediary, the Pledge Account II. The EarthWatch Securities Intermediary has acquired a security entitlement to the United States Treasury securities identified in Annex 1 to this Certificate (the "Pledged Securities") from the FRBNY and holds a security entitlement with respect thereto in the FRBNY's security account. The EarthWatch Securities Intermediary has made appropriate book entries in its records establishing that the Pledged Securities and the Trustee's securities entitlement with respect thereto have been credited to and are held in the Pledge Account II.
Substantially contemporaneously with the execution and delivery of this Officer's Certificate, the Trustee has acquired its security entitlement to the initial Pledged Financial Assets through a "securities account" (as defined in Section 8-501(a) of the New York Uniform Commercial Code) maintained by the Trustee, for value and without notice of any adverse claim thereto. Without limiting the generality of the foregoing, the Pledge Account, the Pledged Financial Assets and the other Collateral are not, and the Trustee's security entitlement to the Collateral is not, to the actual knowledge of the corporate trust officer having responsibility for the administration of the Pledge Agreement on behalf of the Trustee, subject to any Lien granted by or to or arising through or in favor of any securities intermediary (including, without limitation, J.P. Morgan Trust Company, National Association) through which txx Xxxxxxx derives its security entitlement to the Collateral.
Substantially contemporaneously with the execution and delivery of this Officer's Certificate, the Collateral Agent has acquired its security entitlement to the Pledged Securities or through a "securities account" (as defined in Section 8-501(a) of the N.Y. Uniform Commercial Code) maintained by the Collateral Agent, for value and without notice of any adverse claim thereto. Without limiting the generality of the foregoing, the Collateral Account, the Pledged Securities and the other Collateral are not, and the Collateral Agent's security entitlement to the Collateral is not, to the actual knowledge of the corporate trust officer having responsibility for the administration of the Pledge Agreement on behalf of the Collateral Agent, subject to any Lien granted by or to or arising through or in favor of any securities intermediary (including, without limitation, U.S. Bank National Association or the Federal Reserve Bank of Minneapolis) through which the Collateral Agent derives its security entitlement to the Collateral.
Substantially contemporaneously with the execution and delivery of this Certificate, the Trustee has established with the Pathnet Securities Intermediary, as Securities Intermediary, the Escrow Account. The Pathnet Securities Intermediary has acquired a Security Entitlement to the United States Treasury securities identified in ANNEX 1 to this Certificate (the "PLEDGED SECURITIES") from the FRBNY and holds a Security Entitlement thereto in the FRBNY's Security Account. The Pathnet Securities Intermediary has made appropriate book entries in its records establishing that the Pledged Securities and the Trustee's Securities Entitlement thereto have been credited to and are held in the Escrow Account.
Substantially contemporaneously with the execution and delivery of this Agreement, each Customer shall provide to the Custodian a Certificate of Authorized Persons, which may be changed or altered from time to time by delivery of a subsequent Certificate of Authorized Persons (from any Authorized Person), upon which the Custodian shall be entitled to rely conclusively. Each Customer agrees to furnish to the Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, the Custodian shall be fully protected in acting upon Written Instructions of such present Authorized Persons.
Substantially contemporaneously with the execution and delivery of this Officer's Certificate, the Trustee has acquired its security entitlement to the Pledged Securities or through a "securities account" (as defined in Section 8-501(a) of the N.Y. Uniform Commercial Code) maintained by the Collateral Agent, for value and without notice of any adverse claim thereto. Without limiting the generality of the foregoing, the Pledge Account, the Cash Collateral Account, the Pledged Securities and the other Collateral are not, and the Trustee's security entitlement to the Collateral is not, to the actual knowledge of the corporate trust officer having responsibility for the administration of this Indenture on behalf of the Trustee, subject to any Lien granted by or to or arising through or in favor of any securities intermediary (including, without limitation, the Collateral Agent, or the FRBNY) through which the Trustee derives its security entitlement to the Collateral.
