Common use of Additional Representations and Warranties of the Custodian Clause in Contracts

Additional Representations and Warranties of the Custodian. (a) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Trustee under Section 35 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Custodial Agreement or any other securitization transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, originator, significant obligor, enhancement or support provider or other material transaction party (as such terms are used in Regulation AB) relating to the securitization transaction contemplated by the Pooling and Servicing Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a “Transaction Party”).

Additional Representations and Warranties of the Custodian. (a) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Trustee under Section 35 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Custodial Agreement or any other securitization transaction as to which it is the custodian; (ii) there are no material legal proceedings or governmental proceedings pending (or such governmental proceedings known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, originator, significant obligor, enhancement or support provider or other material transaction party (as such terms are used in Regulation AB) relating to the securitization transaction contemplated by the Pooling and Servicing Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a “Transaction Party”).

Additional Representations and Warranties of the Custodian. (a) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Trustee under Section 35 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Custodial Agreement or any other securitization transaction Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, originator, significant obligor, enhancement or support provider or other material transaction party (other than the Trustee, which is the same entity as the Custodian) (as such terms are used in Regulation AB) relating to the securitization transaction Securitization Transaction contemplated by the Pooling and Servicing Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a “"Transaction Party”").

Additional Representations and Warranties of the Custodian. (a) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Trustee Depositor under Section 35 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Custodial Agreement or any other securitization transaction Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as such terms are used in Regulation AB) relating to the securitization transaction Securitization Transaction contemplated by the Pooling and Servicing Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a “"Transaction Party”").

Additional Representations and Warranties of the Custodian. (a) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Trustee Depositor under Section 35 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Custodial Agreement or any other securitization transaction Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, originator, significant obligor, enhancement or support provider or other material transaction party (other than the master servicer and the securities administrator, which is the same entity as the Custodian) (as such terms are used in Regulation AB) relating to the securitization transaction Securitization Transaction contemplated by the Pooling and Servicing Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a “Transaction Party”).

Additional Representations and Warranties of the Custodian. (a) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Trustee under Section 35 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Custodial Agreement or any other securitization transaction Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (other than the Master Servicer) (as such terms are used in Regulation AB) relating to the securitization transaction Securitization Transaction contemplated by the Pooling and Servicing Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a “"Transaction Party”").

Additional Representations and Warranties of the Custodian. (a) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Trustee Depositor under Section 35 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Custodial Agreement or any other securitization transaction Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (other than the master servicer and the securities administrator) (as such terms are used in Regulation AB) relating to the securitization transaction Securitization Transaction contemplated by the Pooling and Servicing Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a “Transaction Party”).

Additional Representations and Warranties of the Custodian. (a) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Depositor and the Trustee under Section 35 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Custodial Agreement or any other securitization transaction Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, originator, significant obligor, enhancement or support provider or other material transaction party (other than the Trustee, which is the same entity as the Custodian) (as such terms are used in Regulation AB) relating to the securitization transaction Securitization Transaction contemplated by the Pooling and Servicing Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a “"Transaction Party”").

Additional Representations and Warranties of the Custodian. (a) The Custodian shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is provided to the Trustee Depositor under Section 35 4.3 that, except as disclosed in writing to the Depositor prior to such date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Custodial Agreement or any other securitization transaction Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Custodian with respect to the Depositor or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (other than the master servicer) (as such terms are used in Regulation AB) relating to the securitization transaction Securitization Transaction contemplated by the Pooling and Servicing Agreement, as identified by the Depositor to the Custodian in writing as of the Closing Date (each, a “Transaction Party”).