CUSTOMER'S USE OF
THE PROCEEDS FROM PURCHASES, AND IT SHALL NOT BE RESPONSIBLE FOR ANY STATEMENT
OF CUSTOMER IN ANY TRANSACTION DOCUMENT OR IN ANY DOCUMENT ISSUED IN CONNECTION
WITH ANY TRANSACTION DOCUMENT.
CUSTODIAN SHALL HAVE NO DUTY (I) TO SEE TO ANY
RECORDING, FILING, OR DEPOSITING OF THIS AGREEMENT OR ANY OTHER AGREEMENT
REFERRED TO HEREIN OR ANY FINANCING STATEMENT OR CONTINUATION STATEMENT
EVIDENCING A SECURITY INTEREST, OR TO SEE TO THE MAINTENANCE OF ANY RECORDING OR
FILING OR DEPOSITING OR TO ANY RERECORDING, REFILING OR REDEPOSITING OF ANY
THEREOF; (II) TO SEE TO THE ACQUISITION OR MAINTENANCE OF ANY INSURANCE,
(III) TO SEE TO THE PAYMENT OR DISCHARGE OF ANY TAX, ASSESSMENT OR ANY OTHER
GOVERNMENTAL CHARGE OR ANY LIEN OR ENCUMBRANCE OF ANY KIND OWING WITH RESPECT
TO, ASSESSED OR LEVIED AGAINST, WAREHOUSE ASSETS AND (IV) TO CONFIRM OR VERIFY
THE CONTENTS OF ANY REPORTS OR CERTIFICATES OF CUSTOMER OR SERVICER DELIVERED TO
CUSTODIAN PURSUANT TO THIS AGREEMENT BELIEVED IN GOOD FAITH BY CUSTODIAN TO BE
GENUINE AND TO HAVE BEEN SIGNED OR PRESENTED BY THE PROPER PARTY OR PARTIES.
SECTION 10.5.
NOTICE OF TERMINATION EVENT.
IF A
POTENTIAL TERMINATION EVENT OR TERMINATION EVENT OCCURS AND IS CONTINUING AND IF
IT IS EITHER ACTUALLY KNOWN OR WRITTEN NOTICE OF THE EXISTENCE THEREOF HAS BEEN
DELIVERED TO A RESPONSIBLE OFFICER OF CUSTODIAN, CUSTODIAN SHALL PROMPTLY MAIL
TO BUYER NOTICE OF THE POTENTIAL TERMINATION EVENT OR TERMINATION EVENT.
SECTION 10.6.
REPORTS BY CUSTODIAN TO BUYER.
CUSTOMER OR SERVICER SHALL PREPARE AND PROVIDE TO CUSTODIAN, AND CUSTODIAN SHALL
DELIVER TO BUYER SUCH INFORMATION AS MAY BE REQUIRED TO ENABLE SUCH HOLDER TO
PREPARE ITS FEDERAL AND STATE INCOME TAX RETURNS.
SECTION 10.7.
COMPENSATION.
CUSTOMER SHALL PAY TO
CUSTODIAN THE COMPENSATION DESCRIBED IN THE PAYING AGENT AGREEMENT.
CUSTODIAN'S
COMPENSATION SHALL NOT BE LIMITED BY ANY LAW ON COMPENSATION OF A CUSTODIAN OF
AN EXPRESS TRUST.
CUSTOMER SHALL REIMBURSE CUSTODIAN FOR ALL REASONABLE
OUT-OF-POCKET EXPENSES INCURRED OR MADE BY IT, INCLUDING COSTS OF COLLECTION, IN
ADDITION TO THE COMPENSATION FOR ITS SERVICES.
SUCH EXPENSES SHALL INCLUDE THE
REASONABLE COMPENSATION AND EXPENSES, DISBURSEMENTS AND ADVANCES OF CUSTODIAN'S
AGENTS, COUNSEL, ACCOUNTANTS AND EXPERTS.
CUSTOMER'S OBLIGATIONS TO CUSTODIAN
PURSUANT TO THIS ARTICLE X SHALL SURVIVE THE DISCHARGE OF THIS AGREEMENT, AND
THE RESIGNATION OR REMOVAL OF CUSTODIAN.
WHEN CUSTODIAN INCURS EXPENSES AFTER
THE OCCURRENCE OF A TERMINATION EVENT SPECIFIED IN SECTION 7.1(G) WITH RESPECT
TO CUSTOMER, THE EXPENSES ARE INTENDED TO CONSTITUTE EXPENSES OF ADMINISTRATION
UNDER TITLE 11 OF THE UNITED STATES CODE OR ANY OTHER APPLICABLE FEDERAL OR
STATE BANKRUPTCY, INSOLVENCY OR SIMILAR LAW.
SECTION 10.8.
REPLACEMENT OF CUSTODIAN.
NO
RESIGNATION OR REMOVAL OF CUSTODIAN AND NO APPOINTMENT OF A SUCCESSOR CUSTODIAN
SHALL BECOME EFFECTIVE UNTIL THE ACCEPTANCE OF APPOINTMENT BY THE SUCCESSOR
CUSTODIAN PURSUANT TO THIS SECTION 10.8.
CUSTODIAN
73
may resign at any time by so notifying Customer.
Buyer may remove Custodian by
so notifying Custodian and may appoint a successor Custodian.
Custodian shall
be removed if:
(a) Custodian fails to