Common use of Reliance of Custodian Clause in Contracts

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith.

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta RRIC and RMAC will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith.

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Custodian Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith.

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta and RMAC will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith. Transmission of Mortgage Files. Written instructions as to the method of shipment and shipper(s) the Custodian is directed to utilize in connection with the transmission of Mortgage Files and Related Documents in the performance of the Custodian’s duties hereunder shall be delivered by the Servicer to the Custodian prior to any shipment of any Mortgage Files and Related Documents hereunder. The Servicer will arrange for the provision of such services at its sole cost and expense (or, at the Custodian’s option, reimburse the Custodian for all costs and expenses incurred by the Custodian consistent with such instructions) and will maintain such insurance against loss or damage to Mortgage Files and Related Documents as the Servicer deems appropriate. Without limiting the generality of the provisions of Section 3.2 above, it is expressly agreed that in no event shall the Custodian have any liability for any losses or damages to any person, including without limitation the Servicer, arising out of actions of the Custodian consistent with instructions of the Servicer, as the case may be. If the Custodian does not receive written direction, the Custodian is hereby authorized to utilize a nationally recognized courier service, and shall incur no liability for acting in accordance with this sentence.

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith. Transmission of Mortgage Files. Written instructions as to the method of shipment and shipper(s) the Custodian is directed to utilize in connection with the transmission of Mortgage Files and Related Documents in the performance of the Custodian's duties hereunder shall be delivered by the Servicer to the Custodian prior to any shipment of any Mortgage Files and Related Documents hereunder. The Servicer will arrange for the provision of such services at its sole cost and expense (or, at the Custodian's option, reimburse the Custodian for all costs and expenses incurred by the Custodian consistent with such instructions) and will maintain such insurance against loss or damage to Mortgage Files and Related Documents as the Servicer deems appropriate. Without limiting the generality of the provisions of Section 3.2 above, it is expressly agreed that in no event shall the Custodian have any liability for any losses or damages to any person, including without limitation the Servicer, arising out of actions of the Custodian consistent with instructions of the Servicer, as the case may be. If the Custodian does not receive written direction, the Custodian is hereby authorized and indemnified to utilize a nationally recognized courier service.

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta and RMAC will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith. Transmission of Mortgage Files. Written instructions as to the method of shipment and shipper(s) the Custodian is directed to utilize in connection with the transmission of Mortgage Files and Related Documents in the performance of the Custodian's duties hereunder shall be delivered by the Servicer to the Custodian prior to any shipment of any Mortgage Files and Related Documents hereunder. The Servicer will arrange for the provision of such services at its sole cost and expense (or, at the Custodian's option, reimburse the Custodian for all costs and expenses incurred by the Custodian consistent with such instructions) and will maintain such insurance against loss or damage to Mortgage Files and Related Documents as the Servicer deems appropriate. Without limiting the generality of the provisions of Section 3.2 above, it is expressly agreed that in no event shall the Custodian have any liability for any losses or damages to any person, including without limitation the Servicer, arising out of actions of the Custodian consistent with instructions of the Servicer, as the case may be. If the Custodian does not receive written direction, the Custodian is hereby authorized and indemnified to utilize a nationally recognized courier service.

Reliance of Custodian. In the absence of bad faith, gross negligence or willful misconduct bad faith on the part of the Custodian, the Custodian may request and conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any data communications, magnetic tape, request, instructions, certificate, opinion opinion, report, instrument, notice, request, direction, consent, order, auditor’s certificate, resolution or the other document or paper furnished to the CustodianCustodian hereunder, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms prima facie to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as Any written instruction provided herein, no provision of by a Servicer in accordance with this Custodial Agreement shall require be deemed to have been provided by the appropriate Servicer. Except as otherwise described herein, the Custodian is entitled to conclusively rely on the accuracy of all information provided to it by any party to this Custodial Agreement or to the Pooling and Servicing Agreement, including without limitation any information used by the Custodian to expend or risk its own funds prepare reports and certifications, and the Custodian shall have no duty to investigate, recompile, recalculate or otherwise incur any financial liability in verify the performance accuracy of any of its duties hereunder, if it should such information and shall have reasonable grounds no liability for believing that repayment any error or inaccuracy in such reports or certifications resulting from the use of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewithinformation.

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith. Transmission of Mortgage Files. ------------------------------ Written instructions as to the method of shipment and shipper(s) the Custodian is directed to utilize in connection with the transmission of Mortgage Files and Related Documents in the performance of the Custodian's duties hereunder shall be delivered by the Servicer to the Custodian prior to any shipment of any Mortgage Files and Related Documents hereunder. The Servicer will arrange for the provision of such services at its sole cost and expense (or, at the Custodian's option, reimburse the Custodian for all costs and expenses incurred by the Custodian consistent with such instructions) and will maintain such insurance against loss or damage to Mortgage Files and Related Documents as the Servicer deems appropriate. Without limiting the generality of the provisions of Section 3.2 above, it is expressly agreed that in no event shall the Custodian have any liability for any losses or damages to any person, including without limitation the Servicer, arising out of actions of the Custodian consistent with instructions of the Servicer, as the case may be. If the Custodian does not receive written direction, the Custodian is hereby authorized and indemnified to utilize a nationally recognized courier service.

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta and RMAC will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith. Written instructions as to the method of shipment and shipper(s) the Custodian is directed to utilize in connection with the transmission of Mortgage Files and Related Documents in the performance of the Custodian’s duties hereunder shall be delivered by the Servicer to the Custodian prior to any shipment of any Mortgage Files and Related Documents hereunder. The Servicer will arrange for the provision of such services at its sole cost and expense (or, at the Custodian’s option, reimburse the Custodian for all costs and expenses incurred by the Custodian consistent with such instructions) and will maintain such insurance against loss or damage to Mortgage Files and Related Documents as the Servicer deems appropriate. Without limiting the generality of the provisions of Section 3.2 above, it is expressly agreed that in no event shall the Custodian have any liability for any losses or damages to any person, including without limitation the Servicer, arising out of actions of the Custodian consistent with instructions of the Servicer, as the case may be. If the Custodian does not receive written direction, the Custodian is hereby authorized to utilize a nationally recognized courier service, and shall incur no liability for acting in accordance with this sentence.

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta _________ will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith.

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta and RMAC will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith. Transmission of Mortgage Files. Written instructions as to the method of shipment and shipper(s) the Custodian is directed to utilize in connection with the transmission of Mortgage Files and Related Documents in the performance of the Custodian’s duties hereunder shall be delivered by the Servicer to the Custodian prior to any shipment of any Mortgage Files and Related Documents hereunder. The Servicer will arrange for the provision of such services at its sole cost and expense (or, at the Custodian’s option, reimburse the Custodian for all costs and expenses incurred by the Custodian consistent with such instructions) and will maintain such insurance against loss or damage to Mortgage Files and Related Documents as the Servicer deems appropriate. Without limiting the generality of the provisions of Section 3.2 above, it is expressly agreed that in no event shall the Custodian have any liability for any losses or damages to any person, including without limitation the Servicer, arising out of actions of the Custodian consistent with instructions of the Servicer, as the case may be. If the Custodian does not receive written direction, the Custodian is hereby authorized and indemnified to utilize a nationally recognized courier service.

Reliance of Custodian. In the absence of bad faith, negligence or willful misconduct on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or the document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any Related Document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement. The Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness and Delta and RMAC will hold the Custodian harmless from any claims that may arise or be asserted against the Custodian because of the invalidity of any such documents. Except as provided herein, no provision of this Custodial Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, if it should have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Custodian may consult with competent counsel with regard to legal questions arising out of or in connection with this Custodial Agreement and the informed advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Custodian in good faith in accordance herewith.