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 for the data and documents delivered to it pursuant to this Agreement until the earlier of: (a) the release of such data and documents to a replacement Custodian in accordance with the terms of this Agreement; (b) the termination of the Programme, upon which the Custodian shall either (i) release such data and documents to the Seller (or to such other owner of the Portfolio Assets and Substitute Assets to which such data and documents relate) or as it may direct, or (ii) destroy such data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the Seller (or such other owner of the Portfolio Assets and Substitute Assets to which such data and documents relate); and (c) in relation to a particular Portfolio Asset or Substitute Asset, its disposition thereof by the Guarantor or its maturity, upon which the Custodian shall either (i) release such particular data and documents to the owner of the related Portfolio Asset or Substitute Asset or as it may direct, or (ii) destroy such particular data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the owner of the related Portfolio Asset or Substitute Asset. 6.3 The Custodian shall maintain privacy policies and procedures consistent with the terms of this Agreement and compliant with all Applicable Privacy Laws. In all cases and without limiting the foregoing, the Custodian shall comply with Applicable Privacy Laws in the performance of its obligations under this Agreement. For greater certainty, and without limiting the foregoing, the Custodian shall have in place and maintain, policies governing the collection, use, disclosure, management and security of Personal Information, including, without limitation, an outline of the procedure and reasonable measures that the Custodian has in place to maintain the security of such Personal Information. 6.4 Nothing in this Agreement shall prevent the Custodian from rendering or performing services similar to those provided for in this Agreement to or for itself or other persons, firms or companies or from carrying on business similar to or in competition with the business of the Guarantor.
Appears in 2 contracts
Samples: Custodial Agreement, Custodial Agreement
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: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- 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;
(j) it will notify the Issuer, the Seller and the Guarantor within a commercially reasonable period of time of any security incident in relation to all data and documents delivered to it pursuant to this Agreement; and
(jk) 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 for the data and documents delivered to it pursuant to this Agreement until the earlier of:
(a) the release of such data and documents to a replacement Custodian custodian in accordance with the terms of this Agreement;
(b) the termination of the Programme, upon which the Custodian shall either
(i) release such data and documents to the Seller (or to such other owner of the Portfolio Assets and Substitute Assets to which such data and documents relate) or as it may direct, or (ii) destroy such data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the Seller (or such other owner of the Portfolio Assets and Substitute Assets to which such data and documents relate); and
(c) in relation to a particular Portfolio Asset or Substitute Asset, its disposition thereof by the Guarantor or its maturity, upon which the Custodian shall either
either (i) release such particular data and documents to the owner of the related Portfolio Asset or Substitute Asset or as it may direct, or (ii) destroy such particular data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the owner of the related Portfolio Asset or Substitute Asset.
6.3 The Custodian shall maintain privacy policies and procedures consistent with the terms of this Agreement and compliant with all Applicable Privacy Laws. In all cases and without limiting the foregoing, the Custodian shall comply with Applicable Privacy Laws in the performance of its obligations under this Agreement. For greater certainty, and without limiting the foregoing, the Custodian shall have in place and maintain, policies governing the collection, use, disclosure, management and security of Personal Information, including, without limitation, an outline of the procedure and reasonable measures that the Custodian has in place to maintain the security of such Personal Information.
6.4 Nothing in this Agreement shall prevent the Custodian from rendering or performing services similar to those provided for in this Agreement to or for itself or other persons, firms or companies or from carrying on business similar to or in competition with the business of the Guarantor.
Appears in 1 contract
Samples: Custodial Agreement
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 facilities 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 material 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 material 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 hypothec and security documents and in the duties of a mortgage hypothec 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 for the data and documents delivered to it pursuant to this Agreement until the earlier of:
(a) the release of such data and documents to a replacement Custodian in accordance with the terms of this Agreement;
(b) the termination of the Programme, upon which the Custodian shall either
either (i) release such data and documents to the Seller (or to such other owner of the Portfolio Assets Loans and their Related Security and Substitute Assets to which such data and documents relate) or as it may direct, or (ii) destroy such data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the Seller (or such other owner of the Portfolio Assets Loans and their Related Security and Substitute Assets to which such data and documents relate); and
(c) in relation to a particular Portfolio Asset Loan and its Related Security or Substitute Asset, its disposition thereof by the Guarantor or its maturity, upon which the Custodian shall either
either (i) release such particular data and documents to the owner of the related Portfolio Asset Loan and its Related Security or Substitute Asset or as it may direct, or (ii) destroy such particular data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the owner of the related Portfolio Asset Loan and its Related Security or Substitute Asset.
6.3 The Custodian shall maintain privacy policies and procedures consistent with the terms of this Agreement and compliant with all Applicable Privacy Laws. In all cases and without limiting the foregoing, the Custodian shall comply with Applicable Privacy Laws in the performance of its obligations under this Agreement. For greater certainty, and without limiting the foregoing, the Custodian shall have in place and maintain, policies governing the collection, use, disclosure, management and security of Personal Information, including, without limitation, an outline of the procedure and reasonable measures that the Custodian has in place to maintain the security of such Personal Information. From time to time, but not more often than once per annum, the Guarantor may, by request in writing to Custodian, request that the Custodian provide and the Custodian shall, promptly following a receipt of such request, provide to the Guarantor a certificate of an officer of the Custodian certifying the Custodian’s maintenance of, and compliance with, such policies.
6.4 Nothing in this Agreement shall prevent the Custodian from rendering or performing services similar to those provided for in this Agreement to or for itself or other persons, firms or companies or from carrying on business similar to or in competition with the business of the Guarantor.
Appears in 1 contract
Samples: Custodial Agreement
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 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 for the data and documents delivered to it pursuant to this Agreement until the earlier of:
(a) the release of such data and documents to a replacement Custodian in accordance with the terms of this Agreement;
(b) the termination of the Programme, upon which the Custodian shall either
(i) release such data and documents to the Seller (or to such other owner of the Portfolio Assets Loans and their Related Security and Substitute Assets to which such data and documents relate) or as it may direct, or (ii) destroy such data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the Seller (or such other owner of the Portfolio Assets Loans and their Related Security and Substitute Assets to which such data and documents relate); and
(c) in relation to a particular Portfolio Asset Loan and its Related Security or Substitute Asset, its disposition thereof by the Guarantor or its maturity, upon which the Custodian shall either
either (i) release such particular data and documents to the owner of the related Portfolio Asset Loan and its Related Security or Substitute Asset or as it may direct, or (ii) destroy such particular data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the owner of the related Portfolio Asset or Substitute Asset.
6.3 The Custodian shall maintain privacy policies and procedures consistent with the terms of this Agreement and compliant with all Applicable Privacy Laws. In all cases and without limiting the foregoing, the Custodian shall comply with Applicable Privacy Laws in the performance of its obligations under this Agreement. For greater certainty, and without limiting the foregoing, the Custodian shall have in place and maintain, policies governing the collection, use, disclosure, management and security of Personal Information, including, without limitation, an outline of the procedure and reasonable measures that the Custodian has in place to maintain the security of such Personal Information.
6.4 Nothing in this Agreement shall prevent the Custodian from rendering or performing services similar to those provided for in this Agreement to or for itself or other persons, firms or companies or from carrying on business similar to or in competition with the business of the Guarantor.or
Appears in 1 contract
Samples: Custodial Agreement
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 custodiancustodian and that the Custodian will screen such employees at least to the standards set out in the Issuer’s “Policy for Screening of Third Party Personnel”, a copy of which policy has been provided to the 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;
(j) it will notify the Issuer and the Guarantor of any security incident, whether real, threatened or perceived, in relation to all data and documents delivered to it pursuant to this Agreement; and
(jk) 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 for the data and documents delivered to it pursuant to this Agreement until the earlier of:
(a) the release of such data and documents to a replacement Custodian custodian in accordance with the terms of this Agreement;
(b) the termination of the Programme, upon which the Custodian shall either
(i) release such data and documents to the Seller (or to such other owner of the Portfolio Assets and Substitute Assets to which such data and documents relate) or as it may direct, or (ii) destroy such data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the Seller (or such other owner of the Portfolio Assets and Substitute Assets to which such data and documents relate); and
(c) in relation to a particular Portfolio Asset or Substitute Asset, its disposition thereof by the Guarantor or its maturity, upon which the Custodian shall either
(i) release such particular data and documents to the owner of the related Portfolio Asset or Substitute Asset or as it may direct, or (ii) destroy such particular data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the owner of the related Portfolio Asset or Substitute Asset.
6.3 The Custodian shall maintain privacy policies and procedures consistent with the terms of this Agreement and compliant with all Applicable Privacy Laws. In all cases and without limiting the foregoing, the Custodian shall comply with Applicable Privacy Laws in the performance of its obligations under this Agreement. For greater certainty, and without limiting the foregoing, the Custodian shall have in place and maintain, policies governing the collection, use, disclosure, management and security of Personal Information, including, without limitation, an outline of the procedure and reasonable measures that the Custodian has in place to maintain the security of such Personal Information.
6.4 Nothing in this Agreement shall prevent the Custodian from rendering or performing services similar to those provided for in this Agreement to or for itself or other persons, firms or companies or from carrying on business similar to or in competition with the business of the Guarantor.
Appears in 1 contract
Samples: Custodial Agreement
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 Issuer, the Seller, the Cash Manager, 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- 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;
(j) it will notify the Issuer, the Seller and the Guarantor within a commercially reasonable period of time of any security incident in relation to all data and documents delivered to it pursuant to this Agreement; and
(jk) 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 for the data and documents delivered to it pursuant to this Agreement until the earlier of:
(a) the release of such data and documents to a replacement Custodian custodian in accordance with the terms of this Agreement;
(b) the termination of the Programme, upon which the Custodian shall either
(i) release such data and documents to the Seller (or to such other owner of the Portfolio Assets and Substitute Assets to which such data and documents relate) or as it may direct, or (ii) destroy such data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the Seller (or such other owner of the Portfolio Assets and Substitute Assets to which such data and documents relate); and
(c) in relation to a particular Portfolio Asset or Substitute Asset, its disposition thereof by the Guarantor or its maturity, upon which the Custodian shall either
either (i) release such particular data and documents to the owner of the related Portfolio Asset or Substitute Asset or as it may direct, or (ii) destroy such particular data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the owner of the related Portfolio Asset or Substitute Asset.
6.3 The Custodian shall maintain privacy policies and procedures consistent with the terms of this Agreement and compliant with all Applicable Privacy Laws. In all cases and without limiting the foregoing, the Custodian shall comply with Applicable Privacy Laws in the performance of its obligations under this Agreement. For greater certainty, and without limiting the foregoing, the Custodian shall have in place and maintain, (a) a business continuity plan and procedures, and (b) policies governing the collection, use, disclosure, management and security of Personal Information(i) confidential and/or market sensitive information, including, without limitation, an outline of the procedure and reasonable measures that the Custodian has in place to maintain the security of such Personal Information.
6.4 Nothing in this Agreement shall prevent the Custodian from rendering or performing services similar to those provided for in this Agreement to or for itself or other persons, firms or companies or from carrying on business similar to or in competition with the business of the Guarantor.and
Appears in 1 contract
Samples: Custodial Agreement
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 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 for the data and documents delivered to it pursuant to this Agreement until the earlier of:
(a) the release of such data and documents to a replacement Custodian in accordance with the terms of this Agreement;
(b) the termination of the Programme, upon which the Custodian shall either
(i) release such data and documents to the Seller (or to such other owner of the Portfolio Assets Loans and their Related Security and Substitute Assets to which such data and documents relate) or as it may direct, or (ii) destroy such data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the Seller (or such other owner of the Portfolio Assets Loans and their Related Security and Substitute Assets to which such data and documents relate); and
(c) in relation to a particular Portfolio Asset Loan and its Related Security or Substitute Asset, its disposition thereof by the Guarantor or its maturity, upon which the Custodian shall either
either (i) release such particular data and documents to the owner of the related Portfolio Asset Loan and its Related Security or Substitute Asset or as it may direct, or (ii) destroy such particular data and documents at the instructions of, and in accordance with such procedures as may be satisfactory to, the owner of the related Portfolio Asset or Substitute Asset.
6.3 The Custodian shall maintain privacy policies and procedures consistent with the terms of this Agreement and compliant with all Applicable Privacy Laws. In all cases and without limiting the foregoing, the Custodian shall comply with Applicable Privacy Laws in the performance of its obligations under this Agreement. For greater certainty, and without limiting the foregoing, the Custodian shall have in place and maintain, policies governing the collection, use, disclosure, management and security of Personal Information, including, without limitation, an outline of the procedure and reasonable measures that the Custodian has in place to maintain the security of such Personal Information.
6.4 Nothing in this Agreement shall prevent the Custodian from rendering or performing services similar to those provided for in this Agreement to or for itself or other persons, firms or companies or from carrying on business similar to or in competition with the business of the Guarantor.or
Appears in 1 contract
Samples: Custodial Agreement