The Customer’s undertakings. For the Supplier to be able to fulfill its undertakings under the Agreement, the Customer shall be responsible for the following: (a) The Customer shall review and communicate decisions regarding whether data provided by the Supplier has been approved and provide, on an ongoing basis, the information necessary for the Supplier to be able to meet its undertakings under the Agreement; (b) The Customer is responsible for the communication between the Customer and the Connection Point, and to maintain the equipment and software that the Supplier has indicated on its website or by other written means as required for the use of the Results Portal or that is otherwise obviously required for such use; (c) The Customer shall ensure that: (a) the Customer’s Data is free from viruses, Trojans, worms or other malicious software or code; (b) the Customer’s Data is in the agreed format; and (c) the Customer’s Data may in no way harm or negatively affect the Results Portal; (d) The Customer warrants that all information and documentation provided by it in relation to the Services is true, accurate and complete; (e) The Customer is responsible for log-in details, security methods and other information provided by the Supplier for access to the Results Portal, being handled with confidentiality in accordance with Section 16 below. The Customer shall immediately notify the Supplier if any data referred to under this section is disclosed to or otherwise accessed by any unauthorized person/s; and (f) The Customer shall immediately inform the Supplier in the event of any suspected infringement or attempted infringement of the Results Portal.

The Customer’s undertakings. The Customer undertakes and agrees with Enablit at all times during the term of this Agreement to: 3.1 conduct its activities under this Agreement in accordance with all applicable laws and regulations governing the Service; 3.2 nominate people to act as their dedicated administrators in respect of the Services; 3.3 ensure that the initial administrators attend all agreed training sessions. Any successor administrator(s) may be required to attend further training sessions in respect of the Services, which will be furnished by Enablit at an additional cost to the Customer; 3.4 take all reasonable measures that a prudent and responsible data controller would take to ensure the safety, security and integrity of its data, and to mitigate the risk or any loss of or damage to such data; 3.5 Customer must use the Services in accordance with all reasonable instructions Enablit may give Customer from time to time and comply with the relevant provisions of the Act, any other relevant law, code of practice or regulation. 3.6 Customer agrees to indemnify Enablit against all reasonable costs incurred (including the costs of enforcement), reasonable expenses, liabilities, injuries, losses, damages claims, demands or legal costs and judgements which Enablit suffers or incurs from or in any way connected with a breach of clause 3.5 or the Acceptable Use Policy in Appendix C, Schedule 3; 3.7 Customer acknowledges that Enablit may co-operate with the police and any other relevant authorities in connection with any misuse or suspected misuse of the Service or other telecommunications services and that as a result, where this is reasonably necessary, Enablit may divulge Customer’s name, address and account information to such third parties. 3.8 Customer Licensing Requirements Enablit will provide the additional Microsoft licences required by the Customer under the terms of the Microsoft Service Provider License Agreement (SPLA). The Microsoft licences required and therefore the price charged for Microsoft Licences will depend on the Customer’s existing Microsoft Licence entitlement therefore the Customer must provide this information to obtain a price for the service (see Pricing Schedule). If the Customer provides incorrect Customer License information, the Customer may be liable to pay retrospective charges for the difference between the License charges actually paid and the License charges which should correctly have been paid.

The Customer’s undertakings. 3.1 The customer undertakes to keep XXXXXXX informed of all circumstances that could be considered significant in relation to XXXXXXX'x performance of the tasks outlined in the Agreement. 3.2 The customer undertakes to cooperate with XXXXXXX in planning XXXXXXX'x work, including making available equipment that may be necessary in connection with the performance of surveys. Should the work for the customer be performed at some distance from XXXXXXX'x place of business including, but not limited to, offshore, the customer undertakes, on the basis of a subsequent agreement, to make the necessary facilities available to XXXXXXX, including, where necessary, office facilities. The customer undertakes to ensure that work performed on customer premises is always planned in such a way as to minimize the risk to XXXXXXX staff. 3.3 The customer undertakes to prepare staff and, where necessary, partner organisations, for interviews and surveys and to ensure that the necessary support and practical assistance is always available to XXXXXXX'x staff.

The Customer’s undertakings. The Customer shall perform the obligations stated in these Special Terms and Conditions as well as any undertakings other than those addressed herein which can be required of the Customer and are stated, for example, in the Customer Assignment or SGCT. 3.1 The Customer's equipment; systems requirement Prior to placement into operation of the Service, the Customer must have defined, installed, tested and verified that the communication via computer connection and protocols satisfies the technical conditions and requirements stated in the Customer Assignment.

The Customer’s undertakings. 7.1 Undertake to read carefully, understand clearly and keep to the manual of using E-Trading service and/or performing E-Trading, which are directly provided by the Securities Company or publicized on its website (“Public Instruction”). The Securities Company is not responsible for unperformed E-Trading for any reason or any damages if the Customer does not perform Public Instruction in the right way. 7.2 Trading password from Token is deemed to be the Customer’s electronic signature (“Electronic signature”) and electronic record created and generated with The Customer’s electronic signature has legal value as the Customer’s order slip ordered directly and valid at the Securities Company’s trading counter. 7.3 Agree that any access/trading to/on the Customer’s securities trading account by username with right loging password and trading password or other defining factors provided by the Securities Company to the Customer is regard as the Customer’s access. 7.4 Provide fully/register information related to the Customer and quickly inform the Securities Company when that information is changed, be responsible for such provided information. The change is valid just after the Customer receives the Securities Company’s confirmation in writing. 7.5 Accept that all information or exchanges sent to or from email, telephone, fax or other electronic means registered to the Securities Company by the Customer are naturally regarded as sent to or from the Customer. 7.6 Pay full amount Services Fee and other expenses in accordance with the regulations of the Securities Company publically instructed from time to time. 7.7 Be aware of and agree likely risks from E-Trading mentioned in Article 4 of this Annex 1 and the Risks Disclosure provided by the Securities Company or publicized on its website. 7.8 When signing or authorizing the other person to perform E-Trading on the Customer’s Securities trading account, the Customer naturally acknowledge to have considered carefully this authorization and is completely responsible for E-Trading performed by such authorized person. 7.9 Be responsible to apply any reasonable measures in order to ensure security and logicality for all kinds of machines, connection equipment, systematic software, application software,...used by the Customer to connect, access to the System in order to control and prevent illegal use and access to E-Trading service. 7.10 Agree to authorize the Securities Company to extract money from the Customer’s s...

The Customer’s undertakings. 3.1. Except as expressly set out in this Licence or as permitted by any local law, the Customer undertakes: (a) not to copy the Application, Platform Software or Documentation except where such copying is incidental to normal use of the Application or where it is necessary for the purpose of back-up or operational security; (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Application, Platform Software or Documentation; (c) not to make alterations to, or modifications of, the whole or any part of the Application or Platform Software or permit the Application or Platform Software or any part of them to be combined with, or become incorporated in, any other programs; (d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Application or Platform Software or attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Application and/or Platform Software with another software program, and provided that the information obtained by the Customer during such activities: (i) is used only to achieve inter- operability of the Application and/or Platform Software with another software program; (ii) is not disclosed or communicated without the Licensor’s prior written consent to any third party; and (iii) is not used to create any software which is substantially similar to the Application and/or Platform Software; (e) to keep all copies of the Application secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Application; (f) to include the Licensor’s copyright notice on all entire and partial copies the Customer makes of the Application on any medium; (g) to supervise and control use of the Application and ensure that the Application is used by the Customer’s Guests, employees and representatives in accordance with the terms of this Licence; (h) to replace the current version of the Application with any updated or upgraded version or new release provided by the Licensor under the terms of this Licence; (i) not to provide, or otherwise make available, the Application in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than the...

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Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that: (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (2) This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (4) It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA; (5) It: (i) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and (6) In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.
Conditions to Obligations of Each Party Under This Agreement The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:
Accuracy of Representations and Performance of Covenants The representations and warranties made by the Company in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company.
Representations, Warranties and Covenants of the Master Servicer and the Depositor (a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is or will be in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not violate the Master Servicer's Certificate of Incorporation or Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets; (iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iv) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; (v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; (vi) The Master Servicer shall comply in all material respects in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Required Insurance Policy; (vii) No information, certificate of an officer, statement furnished in writing or report delivered to the Depositor, any Affiliate of the Depositor or the Trustee by the Master Servicer will, to the knowledge of the Master Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, certificate, statement or report not misleading; (viii) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each designated Subservicer are acceptable to the Master Servicer and any new Subservicing Agreements will comply with the provisions of Section 3.02; (ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS; and (x) The Servicing Guide of the Master Servicer requires that the Subservicer for each Mortgage Loan accurately and fully reports its borrower credit files to each of the Credit Repositories in a timely manner. It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by either the Depositor, the Master Servicer, the Trustee or any Custodian of a breach of any representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The obligation of the Master Servicer to cure such breach or to so purchase such Mortgage Loan shall constitute the sole remedy in respect of a breach of a representation and warranty set forth in this Section 2.03(a) available to the Certificateholders or the Trustee on behalf of the Certificateholders. (b) The Depositor hereby represents and warrants to the Trustee for the benefit of the Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (i) immediately prior to the conveyance of the Mortgage Loans to the Trustee, the Depositor had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other than rights to servicing and related compensation) and such conveyance validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; and (ii) each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1). It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian.
Covenants, Representations, and Warranties of Servicer By its execution and delivery of this Agreement, the Servicer makes the following representations, warranties and covenants on which the Trust Collateral Agent relies in accepting the Receivables and on which the Trustee relies in authenticating the Notes. (a) The Servicer covenants as follows:
ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.
Representations and Covenants of the Agent The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.
Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:
Representations, Warranties and Covenants of the Master Servicer and the Company (a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and is or will be in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan in accordance with the terms of this Agreement; (ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not violate the Master Servicer's Certificate of Incorporation or Bylaws or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets; (iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Company, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iv) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that would materially adversely affect its performance hereunder; (v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; (vi) The Master Servicer will comply in all material respects in the performance of this Agreement with all reasonable rules and requirements of each insurer under each Required Insurance Policy; (vii) No information, certificate of an officer, statement furnished in writing or report delivered to the Company, any Affiliate of the Company or the Trustee by the Master Servicer will, to the knowledge of the Master Servicer, contain any untrue statement of a material fact or omit a material fact necessary to make the information, certificate, statement or report not misleading; (viii) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is or will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each designated Subservicer are acceptable to the Master Servicer and any new Subservicing Agreements will comply with the provisions of Section 3.02; and (ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by either the Company, the Master Servicer, the Trustee or any Custodian of a breach of any representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. The obligation of the Master Servicer to cure such breach or to so purchase such Mortgage Loan shall constitute the sole remedy in respect of a breach of a representation and warranty set forth in this Section 2.03(a) available to the Certificateholders or the Trustee on behalf of the Certificateholders. (b) Representations and warranties relating to the Mortgage Loans are set forth in Section 2.03(b) of the Series Supplement.
Representations, Warranties and Covenants of the Depositor The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

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