By Custodian Sample Clauses

By Custodian. Custodian hereby represents and warrants to, and covenants with, Seller and Purchaser that, as of the date hereof and at all times while Custodian is performing services under this Agreement: (i) Custodian is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; and (ii) Custodian has the full power and authority to hold each Mortgage Loan and to execute, deliver and perform, and to enter into and perform its duties and obligations as contemplated by, this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or law.

By Custodian. Custodian represents, warrants, and covenants to Client that: (a) Custodian will safekeep the Digital Assets and segregate all Digital Assets from both the (i) property of Custodian, and (ii) assets of other customers of Custodian, except for Digital Assets specifically moved into shared accounts by Client; (b) Custodian will maintain adequate capital and reserves to the extent required by Applicable Law; (c) Custodian is duly organized, validly existing and in good standing under the applicable South Dakota laws, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business in each jurisdiction where such qualification is necessary; and (d) Custodian has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Custodian has full legal capacity and authorization to do so.

By Custodian. If Fund Shares cannot be purchased by the Custodian for more than 120 days, and the Sponsor fails to substitute shares, the Custodian may select another investment medium which it deems to be comparable to the Fund Shares and, to the extent required, subject to prior approval of the Securities and Exchange Commission to the extent required by the 1940 Act. The Custodian shall notify each Planholder in writing that the substitution will be made if the Planholder, within 30 days, gives written consent to the Custodian and agrees to bear his or her reasonable pro-rata share of the Custodian's related expenses, including tax liability sustained by the Custodian. The Planholder's failure to give such written consent within the 30 day period shall give the Custodian authority to terminate the Plan Account. If the Fund Shares are not available for purchase for a period of 120 days or longer, and neither the Sponsor nor the Custodian substitutes other shares, the Custodian shall have the authority, without further action on its part, to terminate the Plan.

By Custodian. If Fund Shares cannot be purchased by the Custodian for more than 90 days, and the Sponsor fails to substitute shares, the Custodian, may select another investment medium which it deems to be comparable to the Fund Shares, subject to prior approval of the SEC. The Custodian shall notify each Planholder in writing that the substitution will be made if the Planholder, within 30 days, gives written approval to the Custodian and agrees to bear his reasonable pro-rata share of the Custodian's related expenses, including tax liability sustained by the Custodian. The Planholders failure to give such written approval within the 30 day period shall give the Custodian authority to terminate the Plan. If the Fund Shares are not available for purchase for a period of 90 days or longer, and neither the Sponsor nor the Custodian substitutes other shares, the Custodian shall have the authority without further action on its part, to terminate the Plan.

By Custodian. The Custodian shall have the right to amend this Agreement (including retroactively, as necessary or appropriate in the opinion of counsel satisfactory to the Custodian) in order to conform with pertinent provisions of the Code and other laws or to obtain a governmental ruling that such requirements are met, or as otherwise may be advisable in the opinion of counsel, provided that the Custodian amends in the same manner all Agreements comparable to this one for the Participants having the same Custodian. An amendment by the Custodian shall be communicated in writing to the Employer and the Participant, and they shall be deemed to have consented unless, within 30 days after such communication is mailed, the Employer or the Participant either (1) gives the Custodian a proper written order for a lump-sum distribution of the Custodial Account, or (2) removes the Custodian and simultaneously appoints a successor Custodian in accordance with Article IX. In addition, the Participant agrees that the Custodian may amend and restate this Agreement into a group 403(b) custodial account agreement with the Employer, in which case advance notice thereof shall be provided to the Participant.

By Custodian. Custodian hereby represents and warrants to, and covenants with, Sellers and Purchaser that, as of the date hereof and at all times while Custodian is performing services under this Agreement: (i) Custodian is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and fully satisfies the requirements for acting as a GNMA custodian, a Fannie Mae custodian and a Freddie Mac custodian; and (xx) Custodian has the fulx xxxxx and authority to hold each Mortgage Loan and to enter into and perform its duties and obligations as contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or law.

By Custodian. Custodian hereby represents and warrants to, and covenants with, Trust, each Seller and UBS that, as of the date hereof and at all times while Custodian is performing services under this Agreement: (i) Custodian is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; and (ii) Custodian has the full power and authority to hold each Mortgage Loan and to execute, deliver and perform, and to enter into and perform its duties and obligations as contemplated by, this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or law. (iii) Neither the execution and delivery by Custodian of this Agreement, nor the consummation by Custodian of any of the transactions contemplated hereby, nor the fulfillment by Custodian of the terms hereof, will conflict with, or violate, result in a material breach of or constitute a material default (with or without notice or lapse of time, or both) under (i) any term or provision of the Certificate of Incorporation or By-laws of Custodian or any governmental rule applicable to Custodian or (ii) any term or provision of any indenture or other agreement or instrument, to which Custodian is a party or by which Custodian or any material portion of its properties are bound. No governmental action is required by or with respect to Custodian in connection with the execution and delivery of this Agreement by Custodian or the consummation by Custodian of the transactions contemplated hereby.

By Custodian. Custodian represents, warrants, and covenants to Client that: (A) Custodian will safekeep the Digital Assets and segregate all Digital Assets from both the (i) property of Custodian, and (ii) assets of other customers of Custodian, except for Digital Assets specifically moved into shared accounts by Client; (B) Custodian will maintain adequate capital and reserves to the extent required by Applicable Law; (C) Custodian is duly organized, validly existing and in good standing under the applicable New York laws, is licensed to custody Client’s digital assets in trust on Client’s behalf, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business in each jurisdiction where such qualification is necessary; (D) Custodian shall not subject Client’s Digital Assets and fiat currency to any right, charge, security interest, lien or claim of any kind in favor of Custodian or any of its Affiliates or of any creditor of any of them, and Custodian shall not have the independent right or authority to assign, hypothecate, pledge, encumber or otherwise dispose of any Client Digital Assets or fiat currency, except as expressly provided in this Agreement or as otherwise required by Applicable Law. The Digital Assets in the Account and the fiat currency in the Custodial Account are not general assets of Custodian or of any of its Affiliates and are not available to satisfy claims of any creditors. (E) Custodian operates in compliance in all material respects with all Applicable Laws in each jurisdiction in which it operates or otherwise provides any of the services described within this Agreement, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other relevant international jurisdictions. (F) With respect to each Insurance Policy, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Custodian or in its ability to carry out the actions contemplated herein, as of the date of this Agreement: (a) all premiums due have been paid in full (other than retroactive or retrospective premium adjustments that are not yet, but may be, required to be paid with respect to any period ending before the date hereof), (b) the policy is in full force and effect by its terms...

By Custodian. THE CUSTODIAN MAY RESIGN AS CUSTODIAN UNDER THIS AGREEMENT UPON AT LEAST 60 DAYS’ NOTICE TO THE DEPOSITOR, THE MASTER SERVICER, THE SERVICER, THE SUBSERVICER, THE TRUST ADMINISTRATOR AND THE INDENTURE TRUSTEE. THE COSTS ASSOCIATED WITH THE RESIGNATION OF THE CUSTODIAN, INCLUDING ALL COSTS ASSOCIATED WITH THE TRANSFER OF THE CUSTODIAL FILES, SHALL BE BORNE BY THE CUSTODIAN. IN THE EVENT OF SUCH RESIGNATION, THE INDENTURE TRUSTEE SHALL PROMPTLY APPOINT A SUCCESSOR CUSTODIAN TO SERVE AS CUSTODIAN HEREUNDER. UPON SUCH APPOINTMENT THE CUSTODIAN SHALL PROMPTLY TRANSFER TO THE SUCCESSOR CUSTODIAN, AS DIRECTED, ALL CUSTODIAL FILES BEING ADMINISTERED UNDER THIS AGREEMENT. IF NO SUCCESSOR IS SO APPOINTED AND APPROVED BY THE END OF SUCH 60-DAY PERIOD, THE CUSTODIAN SHALL DELIVER ALL CUSTODIAL FILES TO THE INDENTURE TRUSTEE OR ITS DESIGNEE, AS DIRECTED. THE SELLER SHALL BE RESPONSIBLE FOR THE PAYMENT OR REIMBURSEMENT OF SUCH SUCCESSOR CUSTODIAN’S REASONABLE FEES AND EXPENSES IN CONNECTION WITH THE PERFORMANCE OF SUCH SUCCESSOR CUSTODIAN’S OBLIGATIONS UNDER THIS AGREEMENT.

By Custodian. 31 c. Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 7.