THE
RECEIPT BY CUSTODIAN OF WRITTEN NOTICE FROM INDENTURE TRUSTEE OF THE PAYMENT IN
FULL AND SATISFACTION OF THE ISSUER'S OBLIGATIONS TO INDENTURE TRUSTEE UNDER THE
SECURITIZATION FACILITY AGREEMENTS, RECEIPT BY SERVICER OF EACH COLLATERAL FILE
(OR PORTION THEREOF).
XXII.
CUSTODIAN.
(A)
IN THE ABSENCE OF BAD FAITH ON THE PART OF CUSTODIAN,
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 OTHER DOCUMENT FURNISHED TO CUSTODIAN, REASONABLY
BELIEVED BY 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 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.
(B)
CUSTODIAN SHALL NOT BE LIABLE FOR ANY ERROR IN JUDGMENT MADE IN
GOOD FAITH BY ANY OFFICER OR OFFICERS OF CUSTODIAN, UNLESS IT SHALL BE
CONCLUSIVELY DETERMINED BY A COURT OF COMPETENT JURISDICTION THAT CUSTODIAN WAS
GROSSLY NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS.
(C)
NONE OF THE PROVISIONS OF THIS CUSTODIAL AGREEMENT SHALL REQUIRE
CUSTODIAN TO EXPEND OR RISK ITS OWN FUNDS OR OTHERWISE TO INCUR ANY LIABILITY,
FINANCIAL OR OTHERWISE, IN THE PERFORMANCE OF ANY OF ITS DUTIES HEREUNDER, OR IN
THE EXERCISE OF ANY OF ITS RIGHTS OR POWERS, IF IT SHALL HAVE REASONABLE GROUNDS
FOR BELIEVING THAT REPAYMENT OF SUCH FUNDS OR INDEMNITY SATISFACTORY TO IT
AGAINST SUCH RISK OR LIABILITY IS NOT ASSUMED TO IT.
(D)
WHENEVER, IN THE ADMINISTRATION OF THE PROVISIONS OF THIS
CUSTODIAL AGREEMENT, CUSTODIAN SHALL DEEM IT NECESSARY OR DESIRABLE THAT A
MATTER BE PROVED OR ESTABLISHED PRIOR TO TAKING OR SUFFERING ANY ACTION TO BE
TAKEN HEREUNDER, SUCH MATTER (UNLESS OTHER EVIDENCE IN RESPECT THEREOF BE HEREIN
SPECIFICALLY PRESCRIBED) MAY, IN THE ABSENCE OF GROSS NEGLIGENCE, WILLFUL
MISCONDUCT OR BAD FAITH ON THE PART OF CUSTODIAN, BE DEEMED TO BE CONCLUSIVELY
PROVED AND ESTABLISHED BY A CERTIFICATE SIGNED BY ONE OF INDENTURE TRUSTEE'S OR
THE ISSUER'S OFFICERS, AS THE CASE MAY BE, AND DELIVERED TO CUSTODIAN AND SUCH
CERTIFICATE, IN THE ABSENCE OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH
ON THE PART OF CUSTODIAN, SHALL BE FULL WARRANT TO CUSTODIAN FOR ANY ACTION
TAKEN, SUFFERED OR OMITTED BY IT UNDER THE PROVISIONS OF THIS CUSTODIAL
AGREEMENT UPON THE FAITH THEREOF.
(E)
CUSTODIAN MAY CONSULT WITH COUNSEL AND THE ADVICE OR ANY OPINION
OF COUNSEL SHALL BE FULL AND COMPLETE AUTHORIZATION AND PROTECTION IN RESPECT OF
ANY ACTION TAKEN OR OMITTED BY IT HEREUNDER IN GOOD FAITH AND IN ACCORDANCE WITH
SUCH ADVICE OR OPINION OF COUNSEL.
12
(F)
EXCEPT AS EXPRESSLY STATED IN THIS CUSTODIAL AGREEMENT, CUSTODIAN
SHALL NOT BE BOUND TO MAKE ANY INVESTIGATION INTO THE FACTS OR MATTERS STATED IN
ANY RESOLUTION, CERTIFICATE,