Common use of Representations and Warranties as to Security Interests Clause in Contracts

Representations and Warranties as to Security Interests. (a) Effective as of each Exchange Note Issuance Date, subject to the related Exchange Note Supplement, to the extent that Standard & Poor’s is a Rating Agency, the Borrower makes the representations and warranties set forth on Schedule 1 to this Agreement on which the other parties hereto are relying, and any Exchange Noteholder, in acquiring the related Exchange Note, will rely. Notwithstanding the foregoing, the representations and warranties set forth on Schedule 1 to this Agreement may not be waived. (b) Effective as of each Exchange Note Issuance Date, subject to the related Exchange Note Supplement, the Borrower makes the following representations and warranties on which the other parties hereto are relying, and any Exchange Noteholder, in acquiring the related Exchange Note, will rely: (i) All of the Permitted Investments with respect to such Exchange Note have been and will be credited to the related Collection Account. (ii) The securities intermediary for the related Collection Account has agreed or will agree in an account control agreement to (A) treat all assets credited to the Collection Account as “financial assets” within the meaning of the applicable UCC and (B) comply with all instructions originated by the secured party as set forth in the applicable account control agreement relating to the Collection Account without further consent by the Borrower. (iii) The Collection Account is not in the name of any Person other than the Borrower, the Collateral Agent or, if debt obligations that are secured by the applicable Exchange Note have been issued, the applicable indenture trustee. (iv) The Borrower has not consented to the securities intermediary of any Collection Account with respect to such Exchange Note complying with entitlement orders of any Person other than the Collateral Agent or, if debt obligations secured by an Exchange Note have been issued, the applicable indenture trustee.