REMIC-Related Covenants For as long as each REMIC shall exist, the Trustee and the Securities Administrator shall act in accordance herewith to treat such REMIC as a REMIC, and the Trustee and the Securities Administrator shall comply with any directions of the Sponsor, the Servicer or the Master Servicer to assure such continuing treatment. In particular, the Trustee shall not (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any investment of deposits in an Account unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared at the expense of the Trust Fund; and (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.03 of this Agreement, as applicable, accept any contribution to any REMIC after the Startup Day without receipt of an Opinion of Counsel stating that such contribution will not result in an Adverse REMIC Event as defined in Section 11.01(f).
Land Covenants This Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, SUBRECIPIENT shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the CITY and the United States are beneficiaries of and entitled to enforce such covenants. SUBRECIPIENT, in undertaking its obligation to carry out the Program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.
Trust Duties, Representations and Covenants in Connection with the Services The provision of the Services to each Trust by State Street is subject to the following terms and conditions: 1. The parties acknowledge and agree on the following matters: The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning each Trust or its affiliates or any Fund, pooled vehicle, security or other investment or portfolio regarding which each Trust or its affiliates provide services or is otherwise associated (“Trust Entities”) that is generated or aggregated by State Street or its affiliates in connection with services performed on each Trust’s behalf or otherwise prepared by State Street (“State Street Data,” together with Required Data and Third Party Data (as defined below), “Services-Related Data”). State Street’s obligations, responsibilities and liabilities with respect to any State Street Data used in connection with other services received by each Trust shall be as provided in such respective other agreements between State Street or its affiliates and each Trust relating to such other services (e.g., administration and/or custody services, etc.) from which the State Street Data is derived or sourced (“Other Trust Agreements”). Nothing in this Agreement or any service schedule(s) shall limit or modify State Street’s or its affiliates’ obligations to each Trust under the Other Trust Agreements. In connection with the provision of the Services by State Street, each Trust acknowledges and agrees that it will be responsible for providing State Street with any information requested by State Street, including, but not limited to, the following: (A) Arranging for the regular provision of all Required Data (including State Street Data, where applicable) and related information to State Street, in formats compatible with Administrator-provided data templates including, without limitation, Required Data and the information and assumptions required by State Street in connection with a Trust reporting profile and onboarding checklist, as it, or the information or assumptions required, may be revised at any time by State Street, in its discretion (collectively, the “Onboarding Checklist”) and such other forms and templates as may be used by State Street for such purposes from time to time, for all Trusts and/or Funds receiving services under this Agreement, including but not limited to those to be reported on Form N-PORT and Form N-CEN (as determined by each Trust), including, without limitation, arranging for the provision of data from each Trust, its affiliates, third party administrators, prime brokers, custodians, and other relevant parties. If and to the extent that Required Data is already accessible to State Street (or any of its affiliates) in its capacity as administrator to one or more Trusts, State Street and each Trust will agree on the scope of the information to be extracted from State Street’s or any of its affiliate’s systems for purposes of State Street’s provision of the Services, subject to the discretion of State Street, and State Street is hereby expressly authorized to use any such information as necessary in connection with providing the Services hereunder; and (B) Providing all required information and assumptions not otherwise included in Trust data and assumptions provided pursuant to Section 1(A) above, including but not limited to the Required Data, as may be required in order for State Street to provide the Services. The following are examples of certain types of information that each Trust is likely to be required to provide pursuant to Sections 1(A) and 1(B) above, and each Trust hereby acknowledges and understands that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to Form N-PORT and Form N-CEN: · SEC filing classification of each Trust (i.e., small or large filer); · Identification of any data sourced from third parties; and · Identification of any securities reported as Miscellaneous. 2. Each Trust acknowledges that it has provided to State Street all material assumptions used by each Trust or that are expected to be used by each Trust in connection with the completion of the Services, and that it has approved all material assumptions used by State Street in the provision of the Services prior to the first use of the Services. Each Trust will also be responsible for promptly notifying State Street of any changes in any such material assumptions previously notified to State Street by each Trust or otherwise previously approved by each Trust in connection with State Street’s provision of the Services. Each Trust acknowledges that the completion of the Services, and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following: · Investment classification of positions; · Assumptions necessary in converting data extracts; · General operational and process assumptions used by State Street in performing the Services; and · Assumptions specific to each Trust. Each Trust hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of certain subject matter areas in relation to which each Trust (and/or State Street on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas. 3. Each Trust acknowledges and agrees on the following matters: (A) Each Trust has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and each Trust has determined that the Services are suitable for its purposes. None of State Street or its affiliates, nor their respective officers, directors, employees, representatives, agents or service providers (collectively, including State Street, “State Street Parties”) make any express or implied warranties or representations with respect to the Services or otherwise. (B) Each Trust assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. State Street is not providing, and the Services do not constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. Unless otherwise agreed to in writing by the parties to this Agreement, the Services are of general application and State Street is not providing any customization, guidance, or recommendations. Where each Trust uses Services to comply with any law, regulation, agreement, or other Trust obligation, State Street makes no representation that any Service complies with such law, regulation, agreement, or other obligation, and State Street has no obligation of compliance with respect thereto. (C) Each Trust may use the Services and any reports, charts, graphs, data, analyses and other results generated by State Street in connection with the Services and provided by State Street to each Trust (“Materials”) (a) for the internal business purpose of each Trust relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange Commission, as required, of a Form N-PORT template and a Form N-CEN update. Each Trust may also redistribute the Materials, or an excerpted portion thereof, to its investment managers, investment advisers, agents, clients, investors or participants, as applicable, that have a reasonable interest in the Materials in connection with their relationship with each Trust (each a “Permitted Person”); provided, however, (i) each Trust may not charge a fee, profit, or otherwise benefit from the redistribution of Materials to Permitted Persons, (ii) data provided by third party sources such as but not limited to market or index data (“Third Party Data”) contained in the Materials may not be redistributed other than Third Party Data that is embedded in the calculations presented in the Materials and not otherwise identifiable as Third Party Data, except to the extent each Trust has separate license rights with respect to the use of such Third Party Data, or (iii) each Trust may not use the Services or Materials in any way to compete or enable any third party to compete with State Street. No Permitted Person shall have any further rights of use or redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion thereof. Except as expressly provided in this Section 3(C), each Trust, any of its affiliates, or any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in each Trust or any Permitted Persons (collectively, including each Trust, “Trust Parties”), may not directly or indirectly, sell, rent, lease, license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or otherwise make available or permit access to, all or any part of the Services or the Materials (including any State Street Data or Third Party Data contained therein, except with respect to Third Party Data to the extent each Trust has separate license rights with respect to the use of such Third Party Data). Without limitation, Trust Parties shall not themselves nor permit any other person to in whole or in part (i) modify, enhance, create derivative works, reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make copies of the Services, the Materials or portions thereof; (iii) secure any source code used in the Services, or attempt to use any portions of the Services in any form other than machine readable object code; (iv) commercially exploit or otherwise use the Services or the Materials for the benefit of any third party in a service bureau or software-as-a-service environment (or similar structure), or otherwise use the Services or the Materials to perform services for any third party, including for, to, or with consultants and independent contractors; or (v) attempt any of the foregoing or otherwise use the Services or the Materials for any purpose other than as expressly authorized under this Agreement. (D) Each Trust shall limit the access and use of the Services and the Materials by any Trust Parties to a need-to-know basis and, in connection with its obligations under this Agreement, each Trust shall be responsible and liable for all acts and omissions of any Trust Parties. (E) The Services, the Materials and all confidential information of State Street (as confidential information is defined in the Agreement and other than Third Party Data and Required Data), are the sole property of State Street. Each Trust has no rights or interests with respect to all or any part of the Services, the Materials or State Street’s confidential information, other than its use and redistribution rights expressly set forth in Section 3(C) herein. Each Trust automatically and irrevocably assigns to State Street any right, title or interest that it has, or may be deemed to have, in the Services, the Materials or State Street’s confidential information, including, for the avoidance of doubt and without limitation, any Trust Party feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with State Street (collectively, “Feedback”) and the State Street Parties shall be entitled to incorporate any Feedback in the Services or the Materials or to otherwise use such Feedback for its own commercial benefit without obligation to compensate each Trust. (F) State Street may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result. Further to the Amendment dated as of March 6, 2018, effective as of March 1, 2018, to the Financial Administration and Accounting Services Agreement dated as of March 1, 2011, by and among each of the investment companies listed on Exhibit A thereto (each, a “Trust”) and State Street Bank and Trust Company (the “State Street”), the Trusts and State Street mutually agree to update this Annex 1 effective January 25, 2021 as follows: Bank Loan Core Fund Mortgage Core Fund High Yield Bond Core Fund Emerging Markets Core Fund (Data ONLY) Project and Trade Finance Core Fund (Data ONLY) Federated Hermes Clover Small Value Fund Federated Hermes Xxxxxxxx Fund Federated Xxxxxx Xxxxxxxx Large Cap Fund Federated Xxxxxx Xxxxxxxx Small Cap Fund Federated Hermes MDT Mid Cap Growth Fund Federated Hermes Prudent Bear Fund (Data ONLY) Federated Hermes Strategic Income Fund (Data ONLY) Federated Hermes Opportunistic High Yield Bond Fund (Data ONLY) Federated Hermes Capital Income Fund Federated Hermes Floating Rate Strategic Income Fund Federated Hermes Fund for U.S. Government Securities Federated Hermes Intermediate Corporate Bond Fund Federated Hermes Real Return Bond Fund Federated Hermes Short-Term Income Fund (Data ONLY) Federated Hermes Government Ultrashort Duration Fund Federated Hermes Institutional High Yield Bond Fund Federated Hermes Short-Intermediate Total Return Bond Fund (Data ONLY) Federated Hermes Fund for U.S. Government Securities II Federated Hermes High Income Bond Fund II Federated Hermes Xxxxxxxx Fund II Federated Hermes Managed Volatility Fund II Federated Hermes Quality Bond Fund II (Data ONLY) Federated Hermes Corporate Bond Fund (Data ONLY) Federated Hermes Corporate Bond Strategy Portfolio Federated Hermes High-Yield Strategy Portfolio Federated Hermes Mortgage Strategy Portfolio (Data ONLY) Federated Hermes MDT All Cap Core Fund Federated Hermes MDT Balanced Fund Federated Hermes MDT Large Cap Growth Fund Federated Hermes MDT Small Cap Growth Fund Federated Hermes MDT Small Cap Core Fund Federated Hermes Project and Trade Finance Tender Fund (Data ONLY) Federated Hermes Select Total Return Bond Fund Federated Hermes Total Return Bond Fund Federated Hermes Ultrashort Bond Fund (Data ONLY) FEDERATED XXXXXX ADVISER SERIES Standard N-PORT and N-CEN Reporting Solution (Data ONLY) Federated Hermes Conservative Municipal Microshort Fund Federated Hermes Conservative Microshort Fund (Data ONLY) IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex 1 as of the last signature date set forth below. By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Treasurer Title: Managing Director Date: January 27, 2021 Date: January 27, 2021
Representations and Covenants of Underwriters 4.1 The Underwriters shall offer the Offered Securities for sale to the public, directly and through the Selling Dealer Group only in compliance with applicable Securities Legislation and upon the terms and conditions set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment and U.S. Prospectus Amendment and this Agreement. The Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution (i) in any Qualifying Province where a Preliminary MRRS Decision Document, an Amended and Restated MRRS Decision Document and Final MRRS Decision Document has been obtained from the applicable Securities Commission; and (ii) in the United States, unless, in each case, the Underwriters receive notice to the contrary from the Corporation or the applicable Securities Commission or the SEC. The Underwriters shall use all reasonable efforts to complete and to cause the Selling Dealer Group to complete the distribution of the Offered Securities as soon as possible after the Offering Closing Time, subject to the termination provisions contained herein. 4.2 Except in the Qualifying Provinces and the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment or U.S. Prospectus Amendment so as to require registration of the Offered Securities or filing of a prospectus with respect to the Offered Securities under the laws of any jurisdiction, and the Underwriters will require each Selling Dealer Group member to agree to the same. 4.3 The Underwriters shall not make any representations or warranties with respect to the Corporation, the Offered Securities other than as set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus and any Prospectus Amendment and U.S. Prospectus Amendment. 4.4 The Underwriters will complete and will use their reasonable efforts to cause members of the Selling Dealer Group to complete the distribution of the Offered Securities promptly after the Offering Closing and, with respect to the exercise of the over-allotment option, the Additional Offering Closing Time. 4.5 No Underwriter shall be liable under this paragraph 4 with respect to a default by any of the other Underwriters or by any member of the Selling Dealer Group not appointed by any of the other Underwriters.
Covenant Termination If at any time (a) the rating assigned to the Notes by S&P and Xxxxx’x is an Investment Grade Rating, (b) no Event of Default has occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to the matters specified in clauses (a) and (b) of this sentence as of the date of such certificate, the Company and its Restricted Subsidiaries will no longer be subject to the provisions of Section 3.09, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.17, Section 4.18, Section 4.20, and Section 5.01(a)(iv). However, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this Indenture.
Implied Covenants There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.
Post Termination Covenants During the term of Employee’s employment hereunder and for 12 months (“the Designated Period”) after termination of Employee’s employment hereunder, Employee will not (a) anywhere within any county in which any of the Companies conducts business, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than 1% of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that provides the same or any substantially similar services or products offered by any of the Companies during the term of Employee’s employment or at the time of Employee’s termination or that any of the Companies has notified Employee at any time prior to the time of such termination that it proposes to conduct and for which any of the Companies have, prior to the time of such termination, expended substantial resources (the “Designated Industry”), (b) solicit any employee of any of the Companies to leave its employ for alternative employment, or hire or offer employment to any person to whom Employee actually knows any of the Companies has offered employment, (c) solicit, or attempt to divert or otherwise interfere with the relationship with, any customers or suppliers of the Companies, and (d) disparage the Companies or any of their officers, directors or employees. Employee acknowledges that the provisions of this Section 9 are essential to protect the business and goodwill of the Companies. Employee will continue to be bound by the provisions of this Section §9 until their expiration and shall not be entitled to any compensation from CURO with respect thereto except as provided above. If at any time the provisions of this Section 9 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Employee hereby acknowledges that he has agreed to be bound by the provisions of this Section 9 in consideration for the compensation, severance and other benefits to be provided by CURO to Employee pursuant to the terms of this Agreement.
Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and
Collateral Reporting and Covenants Each Borrower hereby covenants and agrees, on behalf of itself and its Subsidiaries, as applicable below, as follows:
Representations and Covenants of the Company The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project: a. The Company is a business corporation duly formed and validly existing under the laws of the State of New York, has the authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement. b. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the Company under the terms of any such instrument or agreement. c. The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection. d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, an in which an adverse result would in any way diminish or adversely impact on the Company’s ability to fulfill its obligations under this Agreement. e. The Company covenants that the Project will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist at the Project except in compliance with all material applicable laws, (ii) the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances at the Project or onto any other property,