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I �`) <br /> force over a specified period(s) of time; (2) any warranty or representation <br /> made by the Bank in a proposal as to Service performance; (3) any <br /> warranty or representation made by the Bank concerning the <br /> characteristics of items in (2) above, contained in any literature, <br /> descriptions, or specifications accompanying or referred to in a proposal; <br /> (4) any modification of or affirmation or representation as to the above <br /> which is made by the Bank in writing whether or not incorporated into a <br /> formal amendment to the proposal in question; and (5) any representation <br /> by the Bank in a proposal, supporting documents or amendments thereto <br /> as to services to be performed, prices, and options committed to remain in <br /> force over a fixed period of time, or any other similar matter regardless of <br /> the fact.that the duration of such commitment may exceed the duration of <br /> this Agreement. <br /> 33.3 The Agency hereby represents and warrants, which representations and <br /> warranties shall be continuing and shall be deemed to be reaffirmed upon <br /> each Proper Instruction given by the Agency,that: <br /> (a) The Agency is duly organized and existing under the laws of the <br /> jurisdiction of its organization, with full power to carry on its business as <br /> now conducted, to enter into this Agreement and to perform its obligations <br /> hereunder; <br /> (b) This Agreement has been duly authorized, executed and delivered <br /> by the Agency, constitutes a valid and•legally binding obligation of the <br /> Agency, enforceable in accordance with its terms, and no statute, <br /> regulation, rule, order, judgment or contract binding on the Agency <br /> prohibits the Agency's execution or performance of this Agreement; and <br /> (c) Either the Agency owns the securities in the Account free and clear <br /> of all liens, claims, security interests and encumbrances (except those <br /> granted herein) or, if the securities are owned beneficially by others, the <br /> Agency has the right to pledge such securities to the extent necessary to <br /> secure the Agency's obligations hereunder, free of any right of redemption <br /> or prior claim by the beneficial owner. The Bank's security interest <br /> pursuant to Section 42.3.4.1 hereof shall be a first lien and security interest <br /> subject to no setoffs, counterclaims or other liens prior to or on a parity <br /> with it in favor of any other party (other than specific liens granted <br /> preferred status by statute), and the Agency shall take any and all <br /> additional steps which are required to assure the Bank of such priority and <br /> status, including notifying third parties or obtaining their consent to, the <br /> Bank's security interest. <br /> Statewide Custody Provider Program <br /> Agreement for Custody Services 16 <br /> . 118 <br />