EXTENSION OF A WAREHOUSE ASSET
APPROVED IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT, AND UPON RECEIPT OF ANY
SUCH OTHER DOCUMENTS, CUSTODIAN SHALL HOLD SUCH OTHER DOCUMENTS AS BUYER SHALL
REQUEST FROM TIME TO TIME IN ACCORDANCE WITH THE PAYING GENT AGREEMENT. WITH
RESPECT TO ANY DOCUMENTS WHICH HAVE BEEN DELIVERED OR ARE BEING DELIVERED TO
RECORDING OFFICES FOR RECORDING AND HAVE NOT BEEN RETURNED TO CUSTOMER IN TIME
TO PERMIT THEIR DELIVERY HEREUNDER AT THE TIME REQUIRED, IN LIEU OF DELIVERING
SUCH ORIGINAL DOCUMENTS, CUSTOMER SHALL DELIVER TO BUYER A TRUE COPY THEREOF
WITH AN OFFICER'S CERTIFICATE CERTIFYING THAT SUCH COPY IS A TRUE, CORRECT AND
COMPLETE COPY OF THE ORIGINAL, WHICH HAS BEEN TRANSMITTED FOR RECORDATION.
CUSTOMER SHALL DELIVER SUCH ORIGINAL DOCUMENTS TO CUSTODIAN PROMPTLY WHEN THEY
ARE RECEIVED.
SECTION 10.2.
RIGHTS OF CUSTODIAN.
(A)
CUSTODIAN MAY CONCLUSIVELY RELY, AS TO THE
TRUTH OF THE STATEMENTS OR THE CORRECTNESS OF THE OPINIONS EXPRESSED THEREIN, ON
ANY DOCUMENT BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED OR PRESENTED
BY THE PROPER PERSON.
CUSTODIAN NEED NOT INVESTIGATE ANY FACT OR MATTER STATED
IN THE DOCUMENT.
(B)
BEFORE CUSTODIAN ACTS OR REFRAINS FROM
ACTING, IT MAY REQUIRE AN OFFICER'S CERTIFICATE OR AN OPINION OF COUNSEL.
CUSTODIAN SHALL NOT BE LIABLE FOR ANY ACTION IT TAKES OR OMITS TO TAKE IN GOOD
FAITH IN RELIANCE ON AN OFFICER'S CERTIFICATE OR OPINION OF COUNSEL.
(C)
CUSTODIAN MAY EXECUTE ANY OF THE TRUSTS OR
POWERS HEREUNDER OR PERFORM ANY DUTIES HEREUNDER EITHER DIRECTLY OR BY OR
THROUGH AGENTS OR ATTORNEYS OR A CUSTODIAN OR NOMINEE, AND CUSTODIAN SHALL NOT
BE RESPONSIBLE FOR ANY MISCONDUCT OR NEGLIGENCE ON THE PART OF, OR FOR THE
SUPERVISION OF, ANY SUCH AGENT, ATTORNEY, CUSTODIAN OR NOMINEE APPOINTED WITH
DUE CARE BY IT HEREUNDER.
(D)
CUSTODIAN SHALL NOT BE LIABLE FOR ANY ACTION
IT TAKES OR OMITS TO TAKE IN GOOD FAITH WHICH IT BELIEVES TO BE AUTHORIZED OR
WITHIN ITS RIGHTS OR POWERS; PROVIDED, HOWEVER, THAT CUSTODIAN'S CONDUCT DOES
NOT CONSTITUTE WILLFUL MISCONDUCT, NEGLIGENCE OR BAD FAITH.
(E)
CUSTODIAN MAY CONSULT WITH COUNSEL,
INCLUDING CUSTOMER'S COUNSEL, AND THE ADVICE OR OPINION OF COUNSEL WITH RESPECT
TO LEGAL MATTERS RELATING TO THIS AGREEMENT SHALL BE FULL AND COMPLETE
AUTHORIZATION AND PROTECTION FROM LIABILITY IN RESPECT TO ANY ACTION TAKEN,
OMITTED OR SUFFERED BY IT HEREUNDER IN GOOD FAITH AND IN ACCORDANCE WITH THE
ADVICE OR OPINION OF SUCH COUNSEL.
72
(F)
CUSTODIAN SHALL NOT BE LIABLE FOR ANY
INDIRECT, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES ARISING FROM THIS AGREEMENT
OR THE PAYING AGENT AGREEMENT.
SECTION 10.3.
INDIVIDUAL RIGHTS OF CUSTODIAN.
CUSTODIAN IN ITS INDIVIDUAL OR ANY OTHER CAPACITY MAY OTHERWISE DEAL WITH
CUSTOMER OR ITS AFFILIATES WITH THE SAME RIGHTS IT WOULD HAVE IF IT WERE NOT
CUSTODIAN.
HOWEVER, CUSTODIAN MUST COMPLY WITH SECTION 10.11.
SECTION 10.4.
CUSTODIAN'S DISCLAIMER.
CUSTODIAN
SHALL NOT BE RESPONSIBLE FOR AND MAKES NO REPRESENTATION AS TO THE VALIDITY OR
ADEQUACY OF THIS AGREEMENT, IT SHALL NOT BE ACCOUNTABLE FOR