GRANTED PURSUANT TO THE
BOFA AGREEMENTS, BY TAKING COMPLETE CUSTODY, CONTROL AND POSSESSION OF ALL
ORIGINALS OF THE COLLATERAL INSTRUMENTS IN ACCORDANCE WITH THE TERMS AND
CONDITIONS CONTAINED HEREIN. BOFA HEREBY AUTHORIZES THE CUSTODIANS TO TAKE SUCH
ACTIONS ON ITS BEHALF AS ARE EXPRESSLY SET FORTH IN THIS CUSTODIAN AGREEMENT.
EACH CUSTODIAN AGREES TO ACT AS CUSTODIAN, AGENT AND BAILEE ON BEHALF OF BOFA ON
THE TERMS AND CONDITIONS CONTAINED HEREIN.
(B)
IN PERFORMING THEIR FUNCTIONS AND DUTIES UNDER THIS CUSTODIAN
AGREEMENT, EACH OF THE CUSTODIANS SHALL ACT SOLELY AS CUSTODIAN, AGENT AND
BAILEE OF BOFA AND DOES NOT ASSUME AND SHALL NOT BE DEEMED TO HAVE ASSUMED ANY
OBLIGATION TOWARD OR RELATIONSHIP OF AGENCY, TRUST OR OTHERWISE WITH OR FOR ANY
COMPANY. THE CUSTODIANS SHALL NOT, IN ANY RESPECT, BE SUBJECT TO THE CONTROL OR
DIRECTION OF ANY COMPANY FOR ANY PURPOSE UNDER THIS CUSTODIAN AGREEMENT.
2.2
NATURE OF RIGHTS AND DUTIES.
NO CUSTODIAN SHALL HAVE ANY DUTIES
OR RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS CUSTODIAN
AGREEMENT. THE DUTIES OF EACH
4
OF THE CUSTODIANS SHALL BE MECHANICAL AND ADMINISTRATIVE IN NATURE. NOTHING IN
THIS CUSTODIAN AGREEMENT, EXPRESSED OR IMPLIED, IS INTENDED TO OR SHALL BE
CONSTRUED TO IMPOSE UPON THE CUSTODIANS ANY OBLIGATIONS, OR GRANT THE CUSTODIANS
ANY RIGHTS OR BENEFITS, EXCEPT AS EXPRESSLY SET FORTH HEREIN. EACH OF THE
CUSTODIANS IS ACTING SOLELY IN HIS OR HER INDIVIDUAL CAPACITY UNDER THE TERMS
HEREOF AND NOT IN ANY OTHER CAPACITY.
2.3
RELIANCE.
EACH OF THE CUSTODIANS SHALL BE ENTITLED TO RELY UPON
ANY WRITTEN NOTICES, STATEMENTS, CERTIFICATES, ORDERS OR OTHER DOCUMENTS OR ANY
TELEPHONE MESSAGE BELIEVED BY HIM OR HER IN GOOD FAITH TO BE GENUINE AND CORRECT
AND TO HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER PERSON, AND WITH RESPECT TO
ALL MATTERS PERTAINING TO THIS CUSTODIAN AGREEMENT AND HIS OR HER DUTIES
HEREUNDER.
2.4
INDEMNIFICATION.
EACH COMPANY, JOINTLY AND SEVERALLY, HEREBY
AGREES TO INDEMNIFY AND HOLD HARMLESS THE CUSTODIANS (TO THE FULL EXTENT
PERMITTED BY LAW) FROM AND AGAINST ALL CLAIMS, DEMANDS, LOSSES, JUDGMENTS AND
LIABILITIES OF WHATSOEVER NATURE, AND TO REIMBURSE THE CUSTODIANS FOR ALL COSTS
AND EXPENSES, INCLUDING LEGAL FEES AND DISBURSEMENTS, GROWING OUT OF OR
RESULTING FROM ANY LAWFUL ACTION TAKEN IN RESPECT OF THE COLLATERAL INSTRUMENTS,
THIS CUSTODIAN AGREEMENT OR THE ADMINISTRATION, ENFORCEMENT OR EXERCISE OF ANY
RIGHT OR REMEDY GRANTED TO THE CUSTODIANS EXCEPT FOR THE CUSTODIANS' WILLFUL
MISCONDUCT.
2.5
SUCCESSOR CUSTODIANS; RESIGNATION OF CUSTODIAN.
(A)
EITHER OF THE CUSTODIANS MAY RESIGN FROM THE PERFORMANCE OF ALL OF
HIS OR HER FUNCTIONS AND DUTIES HEREUNDER AT ANY TIME BY GIVING AT LEAST THIRTY
(30) DAYS' PRIOR WRITTEN NOTICE TO BOFA AND BORROWER OR EITHER OR BOTH OF THE
CUSTODIANS MAY BE REMOVED WITH OR WITHOUT CAUSE BY BOFA AT ANY TIME.
IN THE
EVENT OF THE RESIGNATION BY EITHER OR BOTH OF THE CUSTODIANS, SUCH RESIGNATION
SHALL TAKE EFFECT UPON THE ACCEPTANCE BY A SUCCESSOR CUSTODIAN OF AN APPOINTMENT
AS SUCCESSOR CUSTODIAN PURSUANT TO SECTION 2.5(B) OR