Representations, Warranties and Covenants of the Custodian. The Custodian hereby makes the following representations, warranties and covenants:
(i) Each Securities Account has been established as set forth in Section 1 above and such Securities Account 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 any Securities Account without the prior written consent of the Secured Party.
(ii) No Financial Asset is or will be registered in the name of any Debtor, payable to its order, or specially endorsed to it.
(iii) This Securities Account Control Agreement is the valid and legally binding obligation of the Custodian and enforceable against the Custodian in accordance with its terms.
(iv) The Custodian has not entered into, and until the termination of the this Agreement will not enter into, any agreement with any other person relating to any Securities Account and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders of such person. The Custodian has not entered into any other agreement with any Debtor purporting to limit or condition the obligation of the Custodian to comply with entitlement orders as set forth in Section 3 hereof.
Representations, Warranties and Covenants of the Custodian. 6.1 The Custodian hereby represents, warrants and undertakes to, and covenants with, each of the Guarantor, the Seller and the Servicer that without prejudice to any of its specific obligations hereunder:
(a) it possesses the necessary experience, qualifications, facilities, systems and other resources to perform its responsibilities under this Agreement and the other Transaction Documents to which it is a party and it will devote all due skill, care and diligence of a reasonable custodian in similar circumstances to the performance of its obligations and the exercise of its discretions hereunder;
(b) it will comply with the provisions of, and perform its obligations under, this Agreement, the other Transaction Documents to which it is party and the CMHC Guide;
(c) it is and will continue to be in good standing with its regulator;
(d) it is and will continue to be in compliance with its internal policies and procedures relevant to the services to be provided by it pursuant to this Agreement and the other Transaction Documents to which it is party;
(e) it is and will continue to be in compliance with all laws, regulations and rules applicable to it in relation to the services provided by it pursuant to this Agreement and the other Transaction Documents to which it is a party;
(f) it is a federally or provincially chartered institution authorized to act in a fiduciary capacity with respect to valuable documents;
(g) it is equipped with secure, fireproof storage facilities, with adequate controls on access to assure the safety, confidentiality and security of the data and documents delivered to it pursuant to this Agreement in accordance with customary standards for such storage facilities;
(h) it will use employees who are knowledgeable in the handling of mortgage and security documents and in the duties of a mortgage and security document custodian;
(i) it has computer systems that can accept electronic versions (including on CD- ROM or other acceptable form of data storage medium) of the data and documents delivered to it pursuant to this Agreement and is able to transmit such data, in a form that is generally readable by computer systems, to the Asset Monitor, CMHC, the Guarantor and its agents and any successor Servicer appointed pursuant to the Servicing Agreement; and
(j) it is at arm’s length from, and otherwise independent and not an Affiliate of, the Issuer.
6.2 The Custodian covenants and agrees with the Guarantor that it shall remain responsible f...
Representations, Warranties and Covenants of the Custodian. (a) The Custodian agrees to accept delivery of the promissory notes and other documents pertaining to the Deposited Loans and to have and maintain continuous and exclusive possession and control over all documents evidencing the Deposited Loans delivered to it under this Custodian Agreement.
(b) The Custodian shall exercise reasonable care and diligence in the possession, retention and protection of the Deposited Loans delivered to it hereunder. The Custodian accepts the custodial duties and responsibilities imposed upon it hereunder and agrees to perform such custodial duties and responsibilities in a sound and prudent manner consistent in all respects with sound custodial practices and principles.
(c) The Custodian shall at all times during the term of this Custodian Agreement maintain insurance which shall include, but not be limited to, dishonesty of employees or other crimes resulting in the loss of the Deposited Loans and comprehensive general liability, including personal injury and loss or damage to documents.
(d) The Custodian shall at all times maintain records indicating the borrower name and Social Security number, at a minimum, of all Deposited Loans which are delivered to it to hold as Custodian pursuant to this Custodian Agreement and indicating that such Deposited Loans have been pledged to the Trustee.
Representations, Warranties and Covenants of the Custodian. The Custodian hereby represents and warrants to, and covenants with, the Sellers and the Participant that, as of the date hereof and at all times while Custodian is performing services under this Agreement:
(a) The Custodian is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and fully satisfies the requirements for acting as a GNMA custodian, a FNMA custodian and a FHLMC custodian, and
(b) The Custodian has the full power and authority to hold each Mortgage Loan 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 and has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or law.
(c) Neither the execution and delivery by the Custodian of this Agreement, nor the consummation by the Custodian of any of the transactions contemplated hereby, nor the fulfillment by the 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 any term or provision of the Certificate of Incorporation, By-laws or similar governing document of the Custodian or any governmental rule applicable to the Custodian.
Representations, Warranties and Covenants of the Custodian. (a) The Custodian hereby represents and warrants to, and covenants with, the Agent, for the benefit of the Lender, and the Borrower that as of the date hereof and as of each Purchase Date:
(i) The Custodian is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. The Custodian is duly qualified to do business and is in good standing as a foreign entity, and has and holds all organizational power and all licenses, authorizations, consents and approvals of Governmental Authorities and tax, accounting, licensing and regulatory bodies required to carry on its business in each jurisdiction in which its business is conducted;
(ii) The Custodian has the full power and authority to hold each Mortgage Loan and each other item in any Mortgage File on behalf of the Agent, for the benefit of the Lender, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by, this Agreement and the Loan Agreement and the other Transaction Documents to which it is a party. The Custodian has duly authorized the execution, delivery and performance of this Agreement, the Loan Agreement and the other Transaction Documents to which it is a party and has duly executed and delivered this Agreement, the Loan Agreement and the other Transaction Documents to which it is a party. This Agreement, the Loan Agreement and the other Transaction Documents to which the Custodian is a party constitute the legal, valid and binding obligations of the Custodian, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation, conservatorship, fraudulent conveyance, and general principles of equity;
(iii) None of the execution and delivery of this Agreement, the Loan Agreement or the other Transaction Documents to which the Custodian is a party, nor the delivery of Mortgage Files to the Custodian, nor the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and/or the Loan Agreement or other Transaction Documents, will conflict with or result in a breach of any of the terms, conditions or provisions of the Custodian’s charter or bylaws or any agreement or instrument to which the Custodian is a party or by which it is subject or bound, or constitute a default or result in an a...
Representations, Warranties and Covenants of the Custodian. The Custodian represents and warrants (and continues to represent and warrant for as long as it continues to be Custodian) and Covenants as follows, and acknowledges that the Issuer, the Guarantor LP and the Bond Trustee are relying on such representations, warranties and covenants in entering into, and performing their obligations under, this Agreement:
(a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement;
(b) it is a federally chartered institution authorized to act in a fiduciary capacity with respect to valuable documents;
(c) it is equipped with secure, fireproof storage facilities, with adequate controls on access to assure the safety, confidentiality and security of the Custodial Documents, in accordance with customary standards for such storage facilities;
(d) it uses employees who are knowledgeable in the handling of mortgage and security documents and in the duties of a mortgage and security document custodian;
(e) it has computer systems that can accept electronic versions of asset details, and be able to transmit that data to CMHC, the Asset Monitor, the Guarantor LP, the Issuer, the Servicer, or their respective authorized representatives, in a form that is generally readable by computer systems which would reasonably be expected to be maintained by such person;
(f) it is at arm’s length from (and otherwise independent and not an Affiliate of) the Issuer;
(g) if regulated, it is in regulatory good standing;
(h) it is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of this Agreement;
(i) it is in material compliance with all applicable laws, regulations and rules relevant to the execution, delivery and performance of this Agreement;
(j) it will satisfy such other reasonable requirements as CMHC may expressly claim necessary on the part of the Custodian for purposes of verifying the Issuer, the Guarantor LP’s and/or the Programme’s Compliance with any requirement of the Guide or Part I.1 of the National Housing Act (Canada); and
(k) it shall comply with, and perform its obligations under, the provisions of the Guide, and of the Transaction Documents (including following the executing of this Agreement, this Agreement) to which it is a party, in each case applicable to it.
Representations, Warranties and Covenants of the Custodian. The Custodian hereby represents and warrants to each Fund that each of the following shall be true, correct and complete at all times during the term of this Agreement: (i) the Custodian is duly organized under the laws of its jurisdiction of organization and qualifies to act as a custodian to open-end and closed-end management investment companies under the provisions of the 1940 Act; (ii) the execution, delivery and performance by the Custodian of this Agreement are (w) within its power, (x) have been duly authorized by all necessary action, and (y) will not (A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, or (B) violate any provision of the Custodian's corporate charter, or other organizational document, or bylaws, or any amendment thereof, (iii) the Custodian is a "Qualified Foreign Bank" (as defined in Rule 17f-5), a "U.S. Bank" (as defined in Rule 17f-5) or an entity which by order of the SEC or by no-action letter of the staff of the SEC is exempt from meeting the requirements of an "Eligible Foreign Custodian" (as set forth in Rule 17f-5), (iv) the Custodian qualifies as a "Primary Custodian" (as defined in Rule 17f-7) and accepts the responsibilities thereof with respect to the Funds and Portfolios, (v) the Custodian has entered into policies, bonds or similar arrangements which provide the types and minimum amounts of insurance and related coverage set forth in Section 2.30 hereof and such policies, bonds or similar arrangements are in full force and effect; and (vi) the Custodian shall maintain and keep current a Business Continuity/Disaster Recovery Plan and the capacity to execute such Business Continuity/Disaster Recovery Plan.
Representations, Warranties and Covenants of the Custodian. The Custodian hereby makes the following representations, warranties and covenants:
(a) The Collateral Account has been established as set forth in Section 1 above and the Collateral Account will be maintained in the manner set forth herein until termination of this Agreement;
(b) This Agreement is the valid and legally binding obligation of the Custodian; and
(c) The Custodian is a bank that in the ordinary course of its business maintains securities accounts (within the meaning of Article 8 of the UCC) for others and will be acting in that capacity with respect to the Collateral Account.
Representations, Warranties and Covenants of the Custodian. (a) The Custodian will maintain a system whereby it can track and identify the Client’s Loans and Loan Documents for the benefit of the Client.
(b) The Custodian will exercise reasonable care and diligence in the possession, retention, and protection of the Loans and Loan Documents.
(c) The Custodian will maintain the confidentiality of the information provided hereunder. The Custodian has in place a reasonably designed security system for access to original documents and to its computer system.
Representations, Warranties and Covenants of the Custodian. The Custodian hereby makes the following representations, warranties, and covenants:
(a) The Custodian is a bank, savings association, or trust company that:
(1) is organized and existing under the laws of the State of Georgia, any other state, or the United States;
(2) has executed all forms required for a custodian under Title 45 or any rule adopted under Title 45;
(3) hereby agrees to be subject to the jurisdiction of the courts of the State of Georgia or of courts of the United States that are located within the State of Georgia for the purpose of any litigation arising out of Title 45; and
(4) has been approved by the Treasurer to act as a custodian under Title 45.
(b) The Securities Account 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 Securities Account without the prior written consent of the Treasurer.
(c) No financial asset is or will be registered in the name of the Depository, 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.
(d) This Custodial Agreement is a valid and legally binding obligation of the Custodian.
(e) The Custodian has not entered into and until the termination of this Agreement will not enter into any agreement with any other person relating to any property of the Securities Account and/or any securities entitlements credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in O.C.G.A. § ll-8-102(a)(8)) of such person. The Custodian has not entered into any other agreement with the Depository or Treasurer purporting to limit or condition the obligation of the Custodian to comply with entitlement orders as set forth in Section 3 hereof.
