Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, that as of the date of each Trust Receipt and Certification:
(i) Custodian is duly organized, validly existing and in good standing under the laws of the United States;
(ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian on behalf of the Mortgage Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly 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, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies;
(iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts;
(iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(v) To Custodian's knowledge after due inquiry, there is no litigation pending or...
Representations, Warranties and Covenants of Custodian. The Custodian represents and warrants to, and covenants with, the Collateral Agent as follows:
(a) The Custodian qualifies as a "securities intermediary" as defined in UCC §8-102 with respect to the Collateral Account and agrees that, for the purposes of this Agreement, its "jurisdiction" (as determined by the rules set forth in UCC §8-110(e)) shall be the State of New York.
(b) The Custodian maintains the Collateral Account solely in the Pledgor's name. The Collateral Account is a "securities account" as defined in UCC §8-501(a). The Pledgor is the Custodian's customer with respect to the Collateral Account.
(c) As of the date of this Agreement, the Custodian does not know of any claim to, security interest in or lien upon the Collateral Account, except for claims and interests of the parties hereto.
(d) The Custodian has not entered into any currently effective agreement with any person under which the Custodian may be obligated to comply with an Order (as defined below) originated by a person other than the Pledgor or the Secured Party and will not enter into any such agreement during the effectiveness of this Agreement.
Representations, Warranties and Covenants of Custodian. 8 Section 5.2. Charges and Expenses..................................................................... 9 Section 5.3. No Adverse Interests..................................................................... 10 Section 5.4. Inspections.............................................................................. 10 Section 5.5. Insurance................................................................................ 10 Section 5.6.
Representations, Warranties and Covenants of Custodian. The Custodian represents and warrants, on a continuing basis, that:
(a) the Custodian satisfies all of the eligibility criteria set forth in Section 11.5;
(b) the Custodian has full power, authority and right to execute, deliver and perform this Agreement and each Series Purchase Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement and each Series Purchase Agreement; and
(c) this Agreement and each Series Purchase Agreement have been duly executed and delivered by the Custodian and this Agreement and each Series Purchase Agreement constitute legal, valid and binding obligations of the Custodian enforceable against the Custodian in accordance with their respective terms, except as such enforceability and the legality thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights in general and to the extent such laws render contractual provisions ineffective, and except as such enforceability may be limited by general principles of equity.
Representations, Warranties and Covenants of Custodian a. Custodian represents and warrants to Secured Party that:
i. the Custodial Account is maintained with Custodian as specified in Recital B above;
Representations, Warranties and Covenants of Custodian. The Custodian hereby represents, warrants and covenants as follows:
(a) it is a federally chartered institution authorized to act in a fiduciary capacity with respect to valuable documents;
(b) it possess the necessary experience, qualifications, facilities and other resources to perform its responsibilities as Custodian;
(c) it will comply with the provisions of , and perform its obligations under, this Agreement, the other Transaction Documents to which it is a party in any capacity, and the CMHC Guide;
(d) it is and will continue to be good standing with its regulator;
(e) it is and will continue to be in material compliance with, all Laws applicable to it, and is and will continue to be in material compliance with its internal policies and procedures (including risk management policies), relevant to its duties as Custodian;
(f) it is equipped with secure, fireproof storage facilities, with adequate controls on access to assure the safety, confidentiality and security of the documents, in accordance with customary standards for such storage facilities;
(g) it has employees who are knowledgeable in the handling of mortgage and security documents and in the duties of a mortgage and security document custodian;
(h) it has computer systems that can accept electronic versions of asset details, and be able to transmit that data to CMHC, the Cover Pool Monitor, the Guarantor or its representatives or a replacement Servicer in a form that is generally readable by computer systems;
(i) it is at arm’s length from, and otherwise independent and not an Affiliate of, each of the Seller;
(j) it will take all necessary steps to comply with all applicable privacy legislation in connection with any information provided to it hereunder.
Representations, Warranties and Covenants of Custodian. The Custodian represents and warrants to and agrees with the Secured Lender as follows:
(i) The Underlying Documents and Account will be maintained in the manner set forth herein and in the Custody Agreement subject to the provisions hereof until termination of this Agreement, and the Custodian will not change the name or account number of the Account without prior notice to the Secured Lender.
(ii) Except for the Custody Agreement, the Custodian has not entered into, and until the termination of this Agreement will not enter into, (x) any other agreement pursuant to which it agrees to comply with instructions with respect to the Underlying Documents or the Account, or (y) any other agreement purporting to limit or condition the obligation of the Custodian to comply with instructions originated by the Secured Lender as set forth in paragraph 3 above.
(iii) The Custodian has no actual knowledge of any claim to or interest in the Underlying Documents or the Account, other than the interests therein of the Secured Lender and the Company. If the Custodian is notified in writing 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 Account, the Custodian will notify the Secured Lender and the Company promptly thereof.
Representations, Warranties and Covenants of Custodian. Custodian represents and warrants to and agrees with Secured Party and Pledgor as follows:
(i) The Account will be maintained in the manner set forth herein until termination of this Control Agreement, and Custodian will not change the name or account number of the Account without the prior consent of Secured Party.
Representations, Warranties and Covenants of Custodian. Custodian represents, warrants and covenants that:
(a) it is nationally chartered bank, duly chartered and validly existing in good standing under the laws of the United States and that the execution of the Agreement and performance of its duties hereunder have been duly authorized;
(b) it shall comply with all applicable federal and state rules and regulations that are now or may become applicable to transactions contemplated in this Agreement;
(c) it is regulated by the Office of the Comptroller of the Currency; it shall comply with all applicable rules and regulations thereunder; and it agrees to promptly notify the Funds in writing in the event such membership is suspended or terminated;
(d) it is a “bank” as defined in section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the “1934 Act”);
(e) it shall not, as principal, sell or purchase Shares at a price lower than the net asset value of the Fund (“NAV”) for the applicable trade date; and
(f) It shall enter into a contractual relationship with each Financial Intermediary seeking to trade in Shares of the Funds on behalf of a Client and that the appropriate representations are made by that party in such agreement as to suitability and other such responsibilities of trading in the Funds, prior to authorizing any trades related to the Shares of the Funds; These representations shall include but not be limited to the following:
i) it is a corporation, partnership or other entity, duly organized and validly existing in good standing under the laws of the jurisdiction in which it was organized and that the execution of the Agreement and performance of its duties hereunder have been duly authorized;
ii) it shall comply with all applicable federal and state rules and regulations that are now or may become applicable to the transactions contemplated in this Agreement;
Representations, Warranties and Covenants of Custodian. Custodian hereby represents, warrants, covenants and confirms to Secured Party and Customer the following:
