Custodian Representations. The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement that it has not entered into, and until the termination of this Agreement will not enter into, any agreement (other than the Custody Agreement) with any other person or entity relating to the Collateral or the Collateral Account(s) under which it has agreed to comply with entitlement orders (as defined in Section 8-102 of the UCC) of such other person or entity.
Custodian Representations. 8.1 The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement that it has not entered into, and until the termination of this Agreement will not enter into, any agreement (other than the Custodian Agreement) with any other person or entity relating to the Collateral or the Collateral Account under which it has agreed to comply with entitlement orders (as defined in Section 8-102 of the UCC) or other instructions of such other person or entity.
8.2 The Collateral Account will be maintained in the manner set forth in the Custodian Agreement subject to the provisions hereof until termination of this Agreement, and the Custodian will not change the name or account number of the Collateral Account without prior notice to the Agent.
8.3 The Custodian has no knowledge of any claim to or interest in the Collateral Account, other than the interests therein of the Custodian, the Agent and the Borrower. If the Custodian is notified by any person or entity that such person or entity asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral Account, the Custodian will notify the Agent and the Borrower promptly thereof.
Custodian Representations. The Custodian (and any successor Custodian subject to this Agreement as of the date of appointment of such custodian) hereby represents and warrants as of the date hereof and as of each date it delivers a Mortgage Loan Schedule and Exception Report that:
(a) The Custodian is (i) a national banking association duly authorized, validly existing and in good standing under the laws of the United States and (ii) duly qualified and in good standing and in possession of all requisite authority, power, licenses, permits and franchises in order to execute, deliver and comply with its obligations under the terms of this Agreement;
(b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and the execution and delivery of this Agreement by the Custodian in the manner contemplated herein and the performance of and compliance with the terms hereof by it will not (i) violate, contravene or create a default under any applicable laws, licenses or permits, or (ii) violate, contravene or create a default under any charter document or bylaw of the Custodian;
(c) The execution and delivery of this Agreement by the Custodian and the performance of and compliance with its obligations and covenants hereunder do not require the consent or approval of any governmental authority or, if such consent is required, it has been obtained;
(d) This Agreement, and the original Trust Receipt issued hereunder (when executed and delivered by the Custodian) will constitute valid, legal and binding obligations of the Custodian, enforceable against the Custodian in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy or other debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law;
(e) To the Custodian’s knowledge, there is no litigation pending which, if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian hereunder;
(f) The Custodian shall follow the Written Instructions of the Buyer, at the Buyer’s expense, to protect or maintain any interest in real property securing the Mortgage Loan subject to this Agreement and any insurance applicable thereto;
(g) The Custodian shall not be responsible or liable for, and makes no representation or warranty with respect to, the validity,...
Custodian Representations. (i) The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement, that it has not entered into, and until the termination of this Agreement will not enter into, any agreement (other than the Custodian Agreement) with any other person or entity relating to any Collateral Account or any financial asset or cash credited thereto under which it has agreed to comply with entitlement orders (as defined in Section 8-102 of the UCC) or instructions (within the meaning of Section 9-104 of the UCC) of such other person or entity. The Custodian has not entered into any other agreement with Party A or Party B purporting to limit or condition the obligation of the Custodian to comply with entitlement orders as set forth in Sections 2.2 or 2.3 hereof.
(ii) The Collateral Account have been established and will be maintained in the manner set forth herein until termination of this Agreement. The Custodian shall not change the name or account number of the Collateral Account without the prior written consent of Party A.
(iii) No financial asset is or will be registered in the name of Party B, payable to its order, or specially endorsed to it, except to the extent such financial asset has been endorsed to the Custodian or in blank (unless and except to the extent the Custodian has agreed to hold such asset as bailee on behalf of the Secured Party in accordance with clause
(a) of the definition of “Delivery” in the Security Agreement).
(iv) This Agreement is the valid and legally binding obligations of the Custodian, enforceable against the Custodian in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcements of creditors’ rights generally and by general equitable principals (whether enforcement is sought by proceedings in equity or at law).
Custodian Representations. Custodian represents that it (i) is organized under the laws of the United States and has its principal place of business in the United States; (ii) is a bank within the meaning of Section 2(a)(5) of the Act; and (iii) has equity capital in excess of $1 million.
Custodian Representations. (i) Custodian has the full power and authority to execute and perform this Agreement, and the execution and performance of this Agreement by Custodian shall not violate any law or agreement to which Custodian is a party or by which it is otherwise bound. When executed by a duly authorized officer, this Agreement shall be enforceable against Custodian in accordance with its terms.
(ii) The performance of Custodian’s obligations hereunder, including the Services and the Integration Services do not and shall not infringe upon or misappropriate the intellectual property rights of any third-party. Custodian is capable of performing the Services in accordance with the Services Standards.
(iii) At all times during the term of this Agreement, Custodian will conduct its activities in compliance with all Applicable Rules, including without limitation any and all requirements related to its status as a national trust bank. Custodian has made all necessary applications to obtain approval from the required federal, state and/or regulatory bodies, including the Office of the Comptroller of the Currency to service Custodian PEATS Customers.
(iv) Custodian shall use all commercially reasonable efforts to provide accurate and fit-for-purpose data security and systems security which includes system level access security measures and data-level access security measures. Custodian shall use commercially reasonable efforts to ensure that all relevant data on Custodian’s web server or other relevant computer systems relating to the Services provided hereunder are backed up on a regular basis.
Custodian Representations. The Custodian (and any successor custodian as of the appointment of such custodian) hereby represents and warrants as of the date hereof and as of each date it delivers an executed Trust Receipt (and as of the date of appointment with respect to any successor custodian) that:
(a) it is duly organized, validly existing and in good standing as a national banking association and has all licenses necessary to carry on its business as it is now being conducted;
(b) it has proper authority to perform its duties hereunder;
(c) it is not controlled by, under common control with or otherwise affiliated with or related to any Seller and covenants and agrees with the Administrative Agent that prior to any such affiliation in the future, it shall obtain the prior written approval of the Administrative Agent;
Custodian Representations. 15 Section 23.
Custodian Representations. The Custodian represents and warrants that it is a Massachusetts trust company. The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement, that it has not entered into, and until the termination of this Agreement will not enter into, any agreement (other than the Custodian Agreement) with any other person or entity relating to the Collateral or the Collateral Accounts under which it has agreed to comply with entitlement orders (as defined in Section 8-102 of the UCC) of such other person or entity.
Custodian Representations. The Custodian shall be deemed to represent to the Depositor, Master Servicer, Securities Administrator and Indenture Trustee as of the date hereof and on each date on which information is provided to such parties under Section 4 that, except as disclosed in writing prior to such date: (A) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Agreement or any other similar asset backed securitization transaction as to which it is the custodian; (B) there are no material legal proceedings pending against it or any material governmental proceedings pending (or known to be contemplated) against it; and (C) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor, Master Servicer, Securities Administrator or Indenture Trustee or any sponsor, issuing entity, servicer, originator, significant obligor, enhancement or support provider or other material transaction party (as such terms are used in Regulation AB) relating to the securitization transaction contemplated by this Agreement.
