Common use of Representations and Warranties of Custodian Clause in Contracts

Representations and Warranties of Custodian. The Custodian represents and warrants to the Administrative Agent that: (a) the Custodian is a Trust Company duly organized and validly existing under the laws of the State of New York, has the power to transact the business in which it is presently engaged, has the corporate power and authority and the legal right to execute and deliver, and to perform its obligations under this Custodial Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Custodial Agreement; (b) this Custodial Agreement has been duly executed and delivered on behalf of the Custodian and constitutes a legal, valid and binding obligation of the Custodian enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought in proceedings in equity or at law); and (c) to its knowledge, the execution, delivery and performance by the Custodian (without reference to any of its Affiliates) of this Custodial Agreement does not and will not violate any provision of law and does not and will not conflict with or result in a breach of any order, writ, injunction, ordinance, resolution, decree or other similar document or instrument of any court or governmental authority, bureau or agency, domestic or foreign, or the charter or by-laws of the Custodian or create a default under or breach of any agreement, instrument, document, bond, note or indenture to which the Custodian is a party or by which it or any of its properties or assets is bound or affected.

Representations and Warranties of Custodian. The Custodian represents and warrants to the Administrative Agent that: (a) the Custodian is a Trust Company duly organized and validly existing under the laws of the State of New YorkCalifornia, has the power to transact the business in which it is presently engaged, has the corporate power and authority and the legal right to execute and deliver, and to perform its obligations under this Custodial Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Custodial Agreement; (b) this Custodial Agreement has been duly executed and delivered on behalf of the Custodian and constitutes a legal, valid and binding obligation of the Custodian enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ” rights generally and by general principles of equity (whether enforcement is sought in proceedings in equity or at law); and (c) to its knowledge, the execution, delivery and performance by the Custodian (without reference to any of its Affiliates) of this Custodial Agreement does not and will not violate any provision of law and does not and will not conflict with or result in a breach of any order, writ, injunction, ordinance, resolution, decree or other similar document or instrument of any court or governmental authority, bureau or agency, domestic or foreign, or the charter or by-laws of the Custodian or create a default under or breach of any agreement, instrument, document, bond, note or indenture to which the Custodian is a party or by which it or any of its properties or assets is bound or affected.