Common use of Representations of the Custodian Clause in Contracts

Representations of the Custodian. The Custodian hereby represents and warrants as follows: It is a national banking association subject to supervision or examination by a federal authority, has a combined capital and surplus of at least $50,000,000 and is qualified to do business in the jurisdiction in which it will hold any Mortgage File; It has full power, authority and legal right to execute and deliver this Custodial Agreement and to perform its obligations hereunder and has taken all necessary action to authorize the execution, delivery and performance by it of this Custodial Agreement; To the best of its knowledge, after reasonable investigation, the execution and delivery by it of this Custodial Agreement and the performance by it of its obligations hereunder will not violate any provision of its Charter or By-Laws or any law or regulation governing it or any order, writ, judgment or decree of any court, arbitrator or governmental authority or agency applicable to it or any of its assets. To the best of its knowledge, after reasonable investigation, such execution, delivery and performance will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency regulating its activities. To the best of its knowledge, after reasonable investigation, such execution, delivery and performance will not conflict with, or result in a breach or violation of, any material indenture, mortgage, deed of trust, lease or other agreement or instrument to which it is a party or by which it or its properties are bound; and This Custodial Agreement has been duly executed and delivered by it. This Custodial Agreement, when executed and delivered by the other parties hereto, will constitute its valid, legal and binding obligation, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law.

Representations of the Custodian. The Custodian hereby represents and warrants as follows: It is a national banking association subject to supervision or examination by a federal authority, has a combined capital and surplus of at least $50,000,000 and is qualified to do business in the jurisdiction in which it will hold any Mortgage File; It has full power, authority and legal right to execute and deliver this Custodial Agreement and to perform its obligations hereunder and has taken all necessary action to authorize the execution, delivery and performance by it of this Custodial Agreement; To the best of its knowledge, after reasonable investigation, the execution and delivery by it of this Custodial Agreement and the performance by it of its obligations hereunder will not violate any provision of its Charter or By-Laws or any law or regulation governing it or any order, writ, judgment or decree of any court, arbitrator or governmental authority or agency applicable to it or any of its assets. To the best of its knowledge, after reasonable investigation, such execution, delivery and performance will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency regulating its activities. To the best of its knowledge, after reasonable investigation, such execution, delivery and performance will not conflict with, or result in a breach or violation of, any material indenture, mortgage, deed of trust, lease or other agreement or instrument to which it is a party or by which it or its properties are bound; and This Custodial Agreement has been duly executed and delivered by it. This Custodial Agreement, when executed and delivered by the other parties hereto, will constitute its valid, legal and binding obligation, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law. Limitations on the Responsibilities of the Custodian. Neither the Custodian nor any of its Affiliates, directors, officers, agents, counsel, attorneys-in-fact, and employees shall be liable for any action or omission to act hereunder except for its own or such person's gross negligence or willful misconduct. Notwithstanding the foregoing sentence, in no event shall the Custodian or its Affiliates, directors, officers, agents, counsel, attorneys-in-fact, and employees be held liable for any special, indirect, punitive or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The provisions of this Section 3.8 shall survive the resignation or removal of the Custodian and the termination of this Agreement. The Custodian shall not be responsible for preparing or filing any reports or returns relating to federal, state or local income taxes with respect to this Agreement, other than for the Custodian's compensation or for reimbursement of expenses. The Custodian shall not be responsible or liable for, and makes no representation or warranty with respect to, the validity, adequacy or perfection of any lien upon or security interest in any Mortgage File. The Custodian shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts or war or terrorism, epidemics, nationalization, expropriation, currency restrictions, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The duties and obligations of the Custodian shall only be such as are expressly set forth in this Agreement or as set forth in a written amendment to this Agreement executed by the parties hereto or their successors and assigns. In the event that any provision of this Agreement implies or requires that action or forbearance be taken by a party, but is silent as to which party has the duty to act or refrain from acting, the parties agree that the Custodian shall not be the party required to take the action or refrain from acting. In no event shall the Custodian have any responsibility to ascertain or take action except as expressly provided herein. Nothing in this Agreement shall be deemed to impose on the Custodian any duty to qualify to do business in any jurisdiction, other than (i) any jurisdiction where any Mortgage File is or may be held by the Custodian from time to time hereunder, and (ii) any jurisdiction where its ownership of property or conduct of business requires such qualification and where failure to qualify could have a material adverse effect on the Custodian or its property or business or on the ability of the Custodian to perform it duties hereunder. The Trustee and Delta agree that the Custodian may delegate any of its duties under this Agreement to any of its agents, attorneys-in-fact, or Affiliates. Any such agent, attorney-in-fact, or Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Custodian is entitled under this Agreement. The Custodian shall have no duty to ascertain whether or not any cash amount or payment has been received by the Seller, Interim Servicer, Servicer or any third person.

Representations of the Custodian. The Custodian hereby represents and warrants as follows: It is a national banking association subject to supervision or examination by a federal authority, has a combined capital and surplus of at least $50,000,000 and is qualified to do business in the jurisdiction in which it will hold any Mortgage File; It has full power, authority and legal right to execute and deliver this Custodial Agreement and to perform its obligations hereunder and has taken all necessary action to authorize the execution, delivery and performance by it of this Custodial Agreement; To the best of its knowledge, after reasonable investigation, the execution and delivery by it of this Custodial Agreement and the performance by it of its obligations hereunder will not violate any provision of its Charter or By-Laws or any law or regulation governing it or any order, writ, judgment or decree of any court, arbitrator or governmental authority or agency applicable to it or any of its assets. To the best of its knowledge, after reasonable investigation, such execution, delivery and performance will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency regulating its activities. To the best of its knowledge, after reasonable investigation, such execution, delivery and performance will not conflict with, or result in a breach or violation of, any material indenture, mortgage, deed of trust, lease or other agreement or instrument to which it is a party or by which it or its properties are bound; and This Custodial Agreement has been duly executed and delivered by it. This Custodial Agreement, when executed and delivered by the other parties hereto, will constitute its valid, legal and binding obligation, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law. Limitations on the Responsibilities of the Custodian. ---------------------------------------------------- Neither the Custodian nor any of its Affiliates, directors, officers, agents, counsel, attorneys-in-fact, and employees shall be liable for any action or omission to act hereunder except for its own or such person's gross negligence or willful misconduct. Notwithstanding the foregoing sentence, in no event shall the Custodian or its Affiliates, directors, officers, agents, counsel, attorneys-in-fact, and employees be held liable for any special, indirect, punitive or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The provisions of this Section 3.8 shall survive the resignation or removal of the Custodian and the termination of this Agreement. The Custodian shall not be responsible for preparing or filing any reports or returns relating to federal, state or local income taxes with respect to this Agreement, other than for the Custodian's compensation or for reimbursement of expenses. The Custodian shall not be responsible or liable for, and makes no representation or warranty with respect to, the validity, adequacy or perfection of any lien upon or security interest in any Mortgage File. The Custodian shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts or war or terrorism, epidemics, nationalization, expropriation, currency restrictions, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The duties and obligations of the Custodian shall only be such as are expressly set forth in this Agreement or as set forth in a written amendment to this Agreement executed by the parties hereto or their successors and assigns. In the event that any provision of this Agreement implies or requires that action or forbearance be taken by a party, but is silent as to which party has the duty to act or refrain from acting, the parties agree that the Custodian shall not be the party required to take the action or refrain from acting. In no event shall the Custodian have any responsibility to ascertain or take action except as expressly provided herein. Nothing in this Agreement shall be deemed to impose on the Custodian any duty to qualify to do business in any jurisdiction, other than (i) any jurisdiction where any Mortgage File is or may be held by the Custodian from time to time hereunder, and (ii) any jurisdiction where its ownership of property or conduct of business requires such qualification and where failure to qualify could have a material adverse effect on the Custodian or its property or business or on the ability of the Custodian to perform it duties hereunder. The Trustee and Delta agree that the Custodian may delegate any of its duties under this Agreement to any of its agents, attorneys-in-fact, or Affiliates. Any such agent, attorney-in-fact, or Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Custodian is entitled under this Agreement. The Custodian shall have no duty to ascertain whether or not any cash amount or payment has been received by the Seller, Interim Servicer, Servicer or any third person.

Representations of the Custodian. The Custodian hereby represents and warrants as follows: It is a national banking association subject to supervision or examination by a federal authority, has a combined capital and surplus of at least $50,000,000 and is qualified to do business in the jurisdiction in which it will hold any Mortgage File; It has full power, authority and legal right to execute and deliver this Custodial Agreement and to perform its obligations hereunder and has taken all necessary action to authorize the execution, delivery and performance by it of this Custodial Agreement; To the best of its knowledge, after reasonable investigation, the execution and delivery by it of this Custodial Agreement and the performance by it of its obligations hereunder will not violate any provision of its Charter or By-Laws or any law or regulation governing it or any order, writ, judgment or decree of any court, arbitrator or governmental authority or agency applicable to it or any of its assets. To the best of its knowledge, after reasonable investigation, such execution, delivery and performance will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency regulating its activities. To the best of its knowledge, after reasonable investigation, such execution, delivery and performance will not conflict with, or result in a breach or violation of, any material indenture, mortgage, deed of trust, lease or other agreement or instrument to which it is a party or by which it or its properties are bound; and This Custodial Agreement has been duly executed and delivered by it. This Custodial Agreement, when executed and delivered by the other parties hereto, will constitute its valid, legal and binding obligation, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law. Limitations on the Responsibilities of the Custodian. Neither the Custodian nor any of its Affiliates, directors, officers, agents, counsel, attorneys-in-fact, and employees shall be liable for any action or omission to act hereunder except for its own or such person's gross negligence or willful misconduct. Notwithstanding the foregoing sentence, in no event shall the Custodian or its Affiliates, directors, officers, agents, counsel, attorneys-in-fact, and employees be held liable for any special, indirect, punitive or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. The provisions of this Section 3.8 shall survive the resignation or removal of the Custodian and the termination of this Agreement. The Custodian shall not be responsible for preparing or filing any reports or returns relating to federal, state or local income taxes with respect to this Agreement, other than for the Custodian's compensation or for reimbursement of expenses. The Custodian shall not be responsible or liable for, and makes no representation or warranty with respect to, the validity, adequacy or perfection of any lien upon or security interest in any Mortgage File. The Custodian shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts or war or terrorism, epidemics, nationalization, expropriation, currency restrictions, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The duties and obligations of the Custodian shall only be such as are expressly set forth in this Agreement or as set forth in a written amendment to this Agreement executed by the parties hereto or their successors and assigns. In the event that any provision of this Agreement implies or requires that action or forbearance be taken by a party, but is silent as to which party has the duty to act or refrain from acting, the parties agree that the Custodian shall not be the party required to take the action or refrain from acting. In no event shall the Custodian have any responsibility to ascertain or take action except as expressly provided herein. Nothing in this Agreement shall be deemed to impose on the Custodian any duty to qualify to do business in any jurisdiction, other than (i) any jurisdiction where any Mortgage File is or may be held by the Custodian from time to time hereunder, and (ii) any jurisdiction where its ownership of property or conduct of business requires such qualification and where failure to qualify could have a material adverse effect on the Custodian or its property or business or on the ability of the Custodian to perform it duties hereunder. The Trustee and Delta agree that the Custodian may delegate any of its duties under this Agreement to any of its agents, attorneys-in-fact, or Affiliates. Any such agent, attorney-in-fact, or Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Custodian is entitled under this Agreement. The Custodian shall have no duty to ascertain whether or not any cash amount or payment has been received by the Seller, Depositor, Interim Servicer, Servicer or any third person.

Representations of the Custodian. The Custodian hereby represents and warrants as follows: It is a national banking association subject to supervision or examination by a federal authority, has a combined capital and surplus of at least $50,000,000 and is qualified to do business in the jurisdiction in which it will hold any Mortgage File; It has full power, authority and legal right to execute and deliver this Custodial Agreement and to perform its obligations hereunder and has taken all necessary action to authorize the execution, delivery and performance by it of this Custodial Agreement; To the best of its knowledge, after reasonable investigation, the execution and delivery by it of this Custodial Agreement and the performance by it of its obligations hereunder will not violate any provision of its Charter or By-By Laws or any law or regulation governing it or any order, writ, judgment or decree of any court, arbitrator or governmental authority or agency applicable to it or any of its assets. To the best of its knowledge, after reasonable investigation, such execution, delivery and performance will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action with respect to, any governmental authority or agency regulating its activities. To the best of its knowledge, after reasonable investigation, such execution, delivery and performance will not conflict with, or result in a breach or violation of, any material indenture, mortgage, deed of trust, lease or other agreement or instrument to which it is a party or by which it or its properties are bound; and This Custodial Agreement has been duly executed and delivered by it. This Custodial Agreement, when executed and delivered by the other parties hereto, will constitute its valid, legal and binding obligation, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law.