Common use of Covenants of the Warranty Provider Clause in Contracts

Covenants of the Warranty Provider. The Warranty Provider hereby covenants and agrees that through the Termination Date: (a) it will make its audited annual financial statements, together with the relevant auditor’s consents, and its unaudited quarterly financial statements available to the Trust on behalf of the Fund for inclusion in the Registration Statement as required by the Commission. Such audited financial statements shall be so provided within 90 days of the end of each fiscal year end of the Warranty Provider and such unaudited financial statements shall be so provided within 45 days of the end of the applicable quarterly period; (b) it will provide the Adviser and the Trust promptly upon becoming aware of the same with written notice (i) if the Warranty Provider ceases to be classified as “well capitalized” based on the most recent call report filed by the Warranty Provider with its primary federal banking regulator, for purposes of the capital maintenance regulations of the FDIC, 12 C.F.R. Part 325, or any successor regulations or (ii) of the commencement of any conservatorship, receivership or other Act of Insolvency of the Warranty Provider; (c) it shall comply in all material respects with the terms and provisions of all Requirements of Law with respect to the Warranty Provider and it shall obtain and maintain all licenses, permits, charters and registrations which are necessary to the conduct of its business or where the failure to obtain and maintain the same would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider; (d) it shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Transaction Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Transaction Document and by which it is bound, except in each case to the extent that such non-performance would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider and shall provide the Adviser and the Trust with written notice promptly upon becoming aware of any material breach by it of the provisions of any such agreements. The Warranty Provider shall take all action reasonably necessary to preserve its existence and ensure that the Transaction Documents remain in full force and effect; and (e) all information provided by the Warranty Provider to the Adviser and the Trust in the WP Information Letter (including the audited financial statements referenced therein) is true and accurate in all material respects as of the date of such WP Information Letter and such information taken as a whole will not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading; provided that any representation regarding any information in the WP Information Letter that references the Warranty Provider’s financial statements shall be deemed to be made as of the date and for the periods referred to in such financial statements.

Covenants of the Warranty Provider. The Warranty Provider hereby covenants and agrees that through the Termination Date: (a) it will make its audited annual financial statements, together with the relevant auditor’s 's consents, and its unaudited quarterly financial statements available to the Trust on behalf of the Fund for inclusion in the Registration Statement as required by the Commission. Such audited financial statements shall be so provided within 90 days of the end of each fiscal year end of the Warranty Provider and such unaudited financial statements shall be so provided within 45 days of the end of the applicable quarterly period. Such financial statements shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in each case as of the dates and for the periods referred to in such financial statements. The Warranty Provider agrees to use reasonable efforts to provide to the Trust on behalf of the Fund any additional information reasonably requested by the Trust on behalf of the Fund from the Warranty Provider; (b) it will provide the Adviser and the Trust promptly upon becoming aware of the same with written notice (i) if the Warranty Provider ceases to be classified as “"well capitalized” " based on the most recent call report filed by the Warranty Provider with its primary federal banking regulator, for purposes of the capital maintenance regulations of the FDIC, 12 C.F.R. Part 325, or any successor regulations or (ii) of the commencement of any conservatorship, receivership or other Act of Insolvency of the Warranty Provider; (c) it shall comply in all material respects with the terms and provisions of all Requirements of Law with respect to the Warranty Provider and it shall obtain and maintain all licenses, permits, charters and registrations which are necessary to the conduct of its business or where the failure to obtain and maintain the same would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider; (d) it shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Transaction Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Transaction Document and by which it is bound, except in each case to the extent that such non-performance would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider and shall provide the Adviser and the Trust with written notice promptly upon becoming aware of any material breach by it of the provisions of any such agreements. The Warranty Provider shall take all action reasonably necessary to preserve its existence and ensure that the Transaction Documents remain in full force and effect; and (e) all information provided by the Warranty Provider to the Adviser and the Trust in the WP Information Letter (including the audited financial statements referenced therein) is true and accurate in all material respects as of the date of such WP Information Letter and such information taken as a whole will not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading; provided misleading provided, that any representation regarding any information in the WP Information Letter that references the Warranty Provider’s 's financial statements shall be deemed to be made as of the date and for the periods referred to in such financial statements.

Covenants of the Warranty Provider. The Warranty Provider hereby covenants and agrees that through the Termination Date: (a) it will make its audited annual financial statements, together with the relevant auditor’s consents, and its unaudited quarterly financial statements available to the Trust on behalf of the Fund for inclusion in the Registration Statement as required by the Commission. Such audited financial statements shall be so provided within 90 days of the end of each fiscal year end of the Warranty Provider and such unaudited financial statements shall be so provided within 45 days of the end of the applicable quarterly period; (b) it will provide the Adviser and the Trust promptly upon becoming aware of the same with written notice (i) if the Warranty Provider ceases to be classified as “well capitalized” based on the most recent call report filed by the Warranty Provider with its primary federal banking regulator, for purposes of the capital maintenance regulations of the FDIC, 12 C.F.R. Part 325, or any successor regulations or (ii) of the commencement of any conservatorship, receivership or other Act of Insolvency of the Warranty Provider;; or (iii) of any change of its senior unsecured debt rating by Xxxxx’x, Fitch or S&P. (c) it shall comply in all material respects with the terms and provisions of all Requirements of Law with respect to the Warranty Provider and it shall obtain and maintain all licenses, permits, charters and registrations which are necessary to the conduct of its business or where the failure to obtain and maintain the same would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider; (d) it shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Transaction Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Transaction Document and by which it is bound, except in each case to the extent that such non-performance would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider and shall provide the Adviser and the Trust with written notice promptly upon becoming aware of any material breach by it of the provisions of any such agreements. The Warranty Provider shall take all action reasonably necessary to preserve its existence and ensure that the Transaction Documents remain in full force and effect; and (e) all information provided by the Warranty Provider to the Adviser and the Trust in the WP Information Letter (including the audited financial statements referenced therein) is true and accurate in all material respects as of the date of such WP Information Letter and such information taken as a whole will not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading; provided that any representation regarding any information in the WP Information Letter that references the Warranty Provider’s financial statements shall be deemed to be made as of the date and for the periods referred to in such financial statements.

Covenants of the Warranty Provider. The Warranty Provider hereby covenants and agrees that through the Termination Date: (a) it will make its and the Guarantor’s audited annual financial statements, together with the relevant auditor’s consents, and its and the Guarantor’s unaudited quarterly financial statements available to the Trust Trust, on behalf of the Fund Fund, for inclusion in the Registration Statement as required by the Commission. Such audited financial statements shall be so provided within 90 days of the end of each fiscal year end of the Warranty Provider and the Guarantor, as applicable, and such unaudited financial statements shall be so provided within 45 days of the end of the applicable quarterly period; (b) it will provide the Adviser and the Trust promptly upon becoming aware of the same with written notice (i) if BANA or the Warranty Provider Guarantor ceases to be classified as “well capitalized” based on the most recent call report filed by the Warranty Provider each with its primary federal banking regulator, regulator for purposes of the capital maintenance regulations of the FDICOffice of the Comptroller of the Currency, 12 C.F.R. Part 3256, and of the Board of Governors of the Federal Reserve System, 12 C.F.R. Part 225, respectively, or any successor regulations or (ii) of the commencement of any conservatorship, receivership or other Act of Insolvency of the Warranty Provider, BANA or the Guarantor, or (iii) if the Warranty Provider ceases to be a wholly-owned subsidiary of BANA or an indirect wholly-owned subsidiary of the Guarantor; (c) it shall comply in all material respects with the terms and provisions of all Requirements of Law with respect to the Warranty Provider Provider, and it shall obtain and maintain all licenses, permits, charters and registrations which are necessary to the conduct of its business or where the failure to obtain and maintain the same would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider; (d) it shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Transaction Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Transaction Document and by which it is bound, except in each case to the extent that such non-performance would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider and shall provide the Adviser and the Trust with written notice promptly upon becoming aware of any material breach by it of the provisions of any such agreements. The Warranty Provider shall take all action reasonably necessary to preserve its existence and ensure that the Transaction Documents remain in full force and effect; and (e) all information provided by the Warranty Provider or the Guarantor, with respect to the Adviser and Warranty Provider, BANA or the Trust Guarantor, to the Trust, on behalf of the Fund, in the WP Information Letter (including the audited financial statements referenced therein) is true and accurate in all material respects as of the date of such WP Information Letter and such information taken as a whole will not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading; provided that any representation regarding any information in the WP Information Letter that references the Warranty Provider’s or the Guarantor’s financial statements shall be deemed to be made as of the date and for the periods referred to in such financial statements.

Covenants of the Warranty Provider. The Warranty Provider hereby covenants and agrees that through the Termination Date: (a) it will make its audited annual financial statementsstatements and the audited annual financial statements of Bank of America Corporation, together with the relevant auditor’s 's consents, and its unaudited quarterly financial statements available to the Trust on behalf of the Fund for inclusion in the Registration Statement as required by the CommissionStatement. Such audited financial statements shall not contain any untrue statement of a material fact or omit to state any material fact required to be so provided within 90 days stated therein or necessary to make the statements therein not misleading, in each case as of the end dates and for the periods referred to in such financial statements. The Warranty Provider agrees to provide, and, with respect to Bank of each fiscal year end America Corporation, agrees to use reasonable efforts to provide, to the Trust on behalf of the Fund any additional information reasonably requested by the Trust on behalf of the Fund from the Warranty Provider and such unaudited financial statements shall be so provided within 45 days Bank of the end of the applicable quarterly period;America Corporation. (b) it will provide the Adviser and the Trust promptly upon becoming aware of the same with written notice (i) if the Warranty Provider ceases to be classified as “well capitalized” based on the most recent call report filed by the Warranty Provider with its primary federal banking regulator, for purposes of the capital maintenance regulations of the FDIC, 12 C.F.R. Part 325, or any successor regulations or (ii) of the commencement of any conservatorship, receivership or other Act of Insolvency of the Warranty Provider; (c) it shall comply in all material respects with the terms and provisions of all Requirements of Law with respect to the Warranty Provider and it shall obtain and maintain all licenses, permits, charters and registrations which are necessary to the conduct of its business or where the failure to obtain and maintain the same would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider;; and (dc) it shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Transaction Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Transaction Document and by which it is bound, except in each case to the extent that such non-performance would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider and shall provide the Adviser and the Trust with written notice promptly upon becoming aware of any material breach by it of the provisions of any such agreements. The Warranty Provider shall take all action reasonably necessary to preserve its existence and ensure that the Transaction Documents remain in full force and effect; and (e) all information provided by the Warranty Provider to the Adviser and the Trust in the WP Information Letter (including the audited financial statements referenced therein) is true and accurate in all material respects as of the date of such WP Information Letter and such information taken as a whole will not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading; provided that any representation regarding any information in the WP Information Letter that references the Warranty Provider’s financial statements shall be deemed to be made as of the date and for the periods referred to in such financial statements.

Covenants of the Warranty Provider. The Warranty Provider hereby ----------------------------------- covenants and agrees that through the Termination Date: (a) it will make its audited annual financial statements, together with the relevant auditor’s 's consents, and its unaudited quarterly financial statements available to the Trust on behalf of the Fund for inclusion in the Registration Statement as required by the Commission. Such audited financial statements shall be so provided within 90 days of the end of each fiscal year end of the Warranty Provider and such unaudited financial statements shall be so provided within 45 days of the end of the applicable quarterly period. Such financial statements shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in each case as of the dates and for the periods referred to in such financial statements. The Warranty Provider agrees to use reasonable efforts to provide to the Trust on behalf of the Fund any additional information reasonably requested by the Trust on behalf of the Fund from the Warranty Provider; (b) it will provide the Adviser and the Trust promptly upon becoming aware of the same with written notice (i) if the Warranty Provider ceases to be classified as “"well capitalized” " based on the most recent call report filed by the Warranty Provider with its primary federal banking regulator, for purposes of the capital maintenance regulations of the FDIC, 12 C.F.R. Part 325, or any successor regulations or (ii) of the commencement of any conservatorship, receivership or other Act of Insolvency of the Warranty Provider; (c) it shall comply in all material respects with the terms and provisions of all Requirements of Law with respect to the Warranty Provider and it shall obtain and maintain all licenses, permits, charters and registrations which are necessary to the conduct of its business or where the failure to obtain and maintain the same would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider; (d) it shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Transaction Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Transaction Document and by which it is bound, except in each case to the extent that such non-performance would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider and shall provide the Adviser and the Trust with written notice promptly upon becoming aware of any material breach by it of the provisions of any such agreements. The Warranty Provider shall take all action reasonably necessary to preserve its existence and ensure that the Transaction Documents remain in full force and effect; and (e) all information provided by the Warranty Provider to the Adviser and the Trust in the WP Information Letter (including the audited financial statements referenced therein) is true and accurate in all material respects as of the date of such WP Information Letter and such information taken as a whole will not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading; provided misleading provided, that any representation regarding any information in the WP Information Letter that references the Warranty Provider’s 's financial statements shall be deemed to be made as of the date and for the periods referred to in such financial statements.

Covenants of the Warranty Provider. The Warranty Provider hereby covenants and agrees that through the Termination Date: (a) it will make its audited annual financial statements, together with the relevant auditor’s consents, and its unaudited quarterly financial statements available to the Trust on behalf of the Fund for inclusion in the Registration Statement as required by the Commission. Such audited financial statements shall be so provided within 90 days of the end of each fiscal year end of the Warranty Provider and such unaudited financial statements shall be so provided within 45 days of the end of the applicable quarterly period; (b) it will provide the Adviser and the Trust promptly upon becoming aware of the same with written notice (i) if the Warranty Provider ceases to be classified as “well capitalized” based on the most recent call report filed by the Warranty Provider with its primary federal banking regulator, for purposes of the capital maintenance regulations of the FDIC, 12 C.F.R. Part 325, or any successor regulations or (ii) of the commencement of any conservatorship, receivership or other Act of Insolvency of the Warranty Provider;; or (iii) of any change of its senior unsecured debt rating by Xxxxx’x, Fitch or S&P. (c) it shall comply in all material respects with the terms and provisions of all Requirements of Law with respect to the Warranty Provider and it shall obtain and maintain all licenses, permits, charters and registrations which are necessary to the conduct of its business or where the failure to obtain and maintain the same would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider; (d) it shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Transaction Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Transaction Document and by which it is bound, except in each case to the extent that such non-performance would not reasonably be expected to have an Adverse Effect with respect to the Warranty Provider and shall provide the Adviser and the Trust with written notice promptly upon becoming aware of any material breach by it of the provisions of any such agreements. The Warranty Provider shall take all action reasonably necessary to preserve its existence and ensure that the Transaction Documents remain in full force and effect; and (e) all information provided by the Warranty Provider to the Adviser and the Trust in the WP Information Letter (including the audited financial statements referenced therein) is true and accurate in all material respects as of the date of such WP Information Letter and such information taken as a whole will not omit to state any material fact necessary to make such information in the context in which it is furnished not misleading; provided that any representation regarding any information in the WP Information Letter that references the Warranty Provider’s financial statements shall be deemed to be made as of the date and for the periods referred to in such financial statements.. FURTHER AGREEMENTS