Common use of Custodian Representations Clause in Contracts

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, adequacy or perfection of any lien upon or security interest in any Mortgage Loans or Mortgage Files (other than the Custodian’s obligation to take possession of the Mortgage File for each Mortgage Loan in accordance with the terms of this Agreement); and (h) The Custodian is not controlled by, under common control with or otherwise affiliated with or related to any Seller, and the Custodian covenants and agrees with Buyer that prior to any such affiliation in the future, it shall notify Buyer.

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 '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 '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, adequacy or perfection of any lien upon or security interest in any Mortgage Loans or Mortgage Files (other than the Custodian’s 's obligation to take possession of the Mortgage File for each Mortgage Loan in accordance with the terms of this Agreement); and (h) The Custodian is not controlled by, under common control with or otherwise affiliated with or related to any Seller, and the Custodian covenants and agrees with Buyer that prior to any such affiliation in the future, it shall notify Buyer.

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, adequacy or perfection of any lien upon or security interest in any Mortgage Loans or Mortgage Files (other than the Custodian’s obligation to take possession of the Mortgage File for each Mortgage Loan in accordance with the terms of this Agreement); and (h) The Custodian is not controlled by, under common control with or otherwise affiliated with or related to any Seller, and the Custodian covenants and agrees with Buyer that prior to any such affiliation in the future, it shall notify Buyer.

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 to, and covenants with, Seller and Purchaser that, as of the date hereof and as of each date it delivers a Mortgage Loan Schedule and Exception Report thatat all times while Custodian is performing services under this Agreement: (a) The Custodian is (i) a national banking association duly authorizedorganized, validly existing and in good standing under the laws of the United States States; (b) Custodian has the full power and (ii) duly qualified authority to hold each Mortgage Loan 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 perform, and enter into and consummate all transactions contemplated by, this Agreement; (b) The , has duly authorized the execution, delivery and performance of this Agreement have been and has duly authorized 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; (c) Neither the execution and delivery by all necessary corporate 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 Articles of Association 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 is bound. No governmental action and 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 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 obtainedtransactions contemplated hereby; (d) This AgreementThere is no action, and suit, proceeding or investigation pending or, to the original Trust Receipt issued hereunder (when executed and delivered by knowledge of a Responsible Officer of Custodian, threatened, against Custodian, which seeks to prevent the Custodian) will constitute valid, legal and binding obligations consummation of the Custodiantransaction contemplated hereby or which, enforceable against either in any one instance or in 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 whichaggregate, if determined adversely to Custodian, Custodian would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations ability of Custodian to perform its obligations hereunder; (f) The Custodian shall follow , or have a material adverse effect on the Written Instructions financial condition 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, adequacy or perfection of any lien upon or security interest in any Mortgage Loans or Mortgage Files (other than the Custodian’s obligation to take possession of the Mortgage File for each Mortgage Loan in accordance with the terms of this Agreement); and (he) The Custodian is not controlled by, under common control with or otherwise affiliated with or related to any SellerSeller or Purchaser, and the Custodian covenants and agrees with Buyer Purchaser and Seller that prior to after any such affiliation in the futureoccurs, it shall notify Buyereither the Purchaser or the Seller, as applicable.

Custodian Representations. The Etc. Custodian (represents, warrants, covenants and any successor Custodian subject to this Agreement agrees 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 thatfollows: (ai) The Custodian is and will at all times maintain the Special Custody Accounts and all Collateral in its capacity as, (iA) a national banking association duly authorized, validly existing and “bank” (as defined in good standing under the laws Section 3(a)(6) of the United States Exchange Act) which has equity capital in excess of $500 million, (B) a Securities Intermediacy with notice of Broker’s Security Interest, and (C) as appropriate, a DTC Participant, a Clearing Agency Participant, or a Member of a Federal Reserve Bank or an affiliate of a Member of a Federal Reserve Bank, Clearing Agency participant or DTC Participant. Custodian shall maintain all Collateral in its possession or, as applicable, with DTC, a Clearing Agency, or a Federal Reserve Bank, and shall notify Broker where the Collateral is held. Custodian shall hold all Collateral in its possession and control or in an account with a Clearing Agency or a Federal Reserve Bank that is identified as only containing property of customers of Custodian. (ii) duly qualified Each Special Custody Account and the Collateral contained therein shall be maintained on Custodian’s books and records separate from all other accounts, cash, assets, properties, rights and items (including, without limitation, any other Special Custody Account and other Collateral). Custodian shall not make or cause to be made deposits into or withdrawals from any Special Custody Account other than in good standing and in possession of all requisite authority, power, licenses, permits and franchises in order to execute, deliver and comply accordance 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; (diii) This AgreementAgreement is the legal, and the original Trust Receipt issued hereunder (when executed and delivered by the Custodian) will constitute valid, legal valid and binding obligations obligation of the Custodian, enforceable against the Custodian in accordance with their respective its terms, (iv) The Collateral is not, and will not be, subject to any Right, in favor of Custodian or any Person claiming through Custodian (other than the Security Interest and the Rights of Customer permitted pursuant to this Agreement). Custodian irrevocably waives any right in favor of Custodian that it or any Person claiming through Custodian may. have (other than the Security Interest and the rights of Customer under this Agreement). Custodian has not received any notice, and does not know, of any Right of any Person in the Collateral other than the Rights of Broker and Customer. (v) Custodian will treat all Collateral (including, without limitation, all money comprising the Collateral) as Financial Assets, and will treat Broker and its affiliates as entitled to exercise any and all Rights, and to benefit from any and all property interests, that comprise such Financial Assets (including, without limitation, the Rights and property interests constituting Security Entitlements with respect to such Financial Assets). Custodian shall hold all Collateral solely for the benefit of Broker and its affiliates, shall comply with any and all Entitlement Orders originated by Broker (without further consent by Customer, any other Entitlement Holder or any other Person), shall accept instructions and Advice as to disposition of the Collateral and any other Entitlement Orders only from Broker and from no other Person and shall not release to Customer (except as otherwise specified in this Agreement), dispose of, or pledge, re-pledge, hypothecate or •rehypothecate, or otherwise apply to the enforcement thereof may be limited by applicable bankruptcy benefit of Custodian, Customer, any other Entitlement Holder or any other debtor relief laws Person, any of the Collateral without, in each instance, the prior written consent and that certain equitable remedies may not be available regardless Advice of whether enforcement is sought in equity or at law;Broker. (evi) As promptly as practicable, Custodian shall provide Broker and Customer or Customer’s designated agent with written confirmation or communication via electronic means of each transfer into and out of each Special Custody Account, and shall periodically render to Broker and Customer a statement of the contents in the Special Custody Account and all transactions in the Special Custody Account since the date as of which the last such statement spoke, in the form and manner Custodian regularly uses for such statement, (vii) To the Custodian’s knowledgeextent that Customer is an investment company registered under the Investment Company Act of 1940 (“Investment Company Act”), 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 be solely responsible for complying with the Written Instructions Customer’s instructions regarding maintaining sufficient Collateral in each Special Custody Account, ensuring the nature and quality of any such Collateral or Securities used to collateralize any or all Secured Obligations, as required by the BuyerInvestment Company Act, at no action and interpretive positions taken, and guidance given, by the Buyer’s expense, to protect or maintain any interest in real property securing the Mortgage Loan subject to this Agreement Securities and any insurance applicable thereto; Exchange Commission and its staff (g) The “SEC”). Custodian understands and agrees that Broker shall not be responsible for giving any of the foregoing instructions or liable forotherwise ensuring that the Customer is complying with tile Investment Company Act in connection with entering into Secured Obligations, and makes no representation designating Eligible Assets, or warranty maintaining any of Customer’s assets with respect to, the validity, adequacy or perfection of any lien upon or security interest in any Mortgage Loans or Mortgage Files (other than the Custodian’s obligation to take possession of the Mortgage File for each Mortgage Loan in accordance with the terms of this Agreement); and (h) The Custodian is not controlled by, under common control with or otherwise affiliated with or related to any Seller, and the Custodian covenants and agrees with Buyer that prior to any such affiliation in the future, it shall notify Buyer.

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 There is no litigation pending to the Custodian's knowledge (without inquiry) 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 Buyer or the Buyer’s expense, related Registered Holder 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, adequacy or perfection of any lien upon or security interest in any Mortgage Loans or Mortgage Files (other than the Custodian’s obligation to take possession of the Mortgage File for each Mortgage Loan in accordance with the terms of this Agreement); and (hg) The Custodian is not controlled by, under common control with or otherwise affiliated with or related to any either Seller, and the Custodian covenants and agrees with Buyer that prior to any such affiliation in the future, it shall notify Buyer.

Custodian Representations. The Custodian (and any successor Custodian subject to this Agreement as of the date of appointment of such custodian) hereby represents herebyrepresents and warrants as of the date hereof and as of each date it delivers a Mortgage Loan Schedule and Exception Report thatdate: (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 CustodianCustodian or any contract, agreement, or instrument to which the Custodian or by which any of its property may be bound and will not result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to any property; (c) The execution and delivery of this Agreement by the Custodian and the performance of and compliance with its obligations and covenants hereunder do to 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 (Agreement when executed and delivered by the Custodian) Custodian will constitute valid, legal and binding obligations of the Custodian, enforceable against the Custodian in accordance with their respective its 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 There is no litigation pending which, if determined adversely or threatened which could reasonably be expected to Custodian, would adversely affect the execution, delivery or enforceability of or this Agreement, or any of the duties or obligations of Custodian hereunder, or which would have material adverse effect on the financial condition of the Custodian; (f) The Subject to Section 7.6(c), the Custodian shall follow take such steps as may be reasonably requested by Administrative Agent (consistent with the Written Instructions of the Buyer, at the Buyer’s expense, Custodian's undertakings hereunder) to protect or maintain any interest in real property securing the Mortgage Loan subject to this Agreement owned by such owner 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, adequacy or perfection of any lien upon or security interest in any Mortgage Loans or Mortgage Files (other than the Custodian’s obligation to take possession of the Mortgage File for each Mortgage Loan in accordance with the terms of this Agreement); and (hg) The Custodian is not controlled by, under common control with or otherwise affiliated with or related to any SellerBorrower, and the Custodian covenants and agrees with Buyer Administrative Agent that prior to any such affiliation in the futurefuture or promptly thereafter, it shall notify Buyerthe Administrative Agent.