EVENT:
(I) CUSTODIAN UNDERTAKES TO PERFORM SUCH DUTIES AND ONLY
SUCH DUTIES AS ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND IN THE PAYING
AGENT AGREEMENT AND NO IMPLIED COVENANTS OR OBLIGATIONS SHALL BE READ INTO THIS
AGREEMENT AGAINST CUSTODIAN; AND (II) IN THE ABSENCE OF BAD FAITH ON ITS PART,
CUSTODIAN MAY CONCLUSIVELY RELY, AS TO THE TRUTH OF THE STATEMENTS AND THE
CORRECTNESS OF THE OPINIONS EXPRESSED THEREIN, UPON CERTIFICATES OR OPINIONS
FURNISHED TO CUSTODIAN AND CONFORMING TO THE REQUIREMENTS OF THIS AGREEMENT;
HOWEVER, CUSTODIAN SHALL EXAMINE THE CERTIFICATES AND OPINIONS TO DETERMINE
WHETHER OR NOT THEY CONFORM ON THEIR FACE TO THE REQUIREMENTS OF THIS AGREEMENT.
(H)
CUSTODIAN MAY NOT BE RELIEVED FROM LIABILITY
FOR ITS OWN GROSSLY NEGLIGENT ACTION, ITS OWN GROSSLY NEGLIGENT FAILURE TO ACT
OR ITS OWN WILLFUL MISCONDUCT, EXCEPT THAT:
(I) THIS PARAGRAPH DOES NOT LIMIT
THE EFFECT OF SECTION 10.1(G); (II) CUSTODIAN SHALL NOT BE LIABLE FOR ANY ERROR
OF JUDGMENT MADE IN GOOD FAITH BY A RESPONSIBLE OFFICER UNLESS IT IS PROVED THAT
CUSTODIAN WAS GROSSLY NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS; AND
(III) CUSTODIAN SHALL NOT BE LIABLE WITH RESPECT TO ANY ACTION IT TAKES OR OMITS
TO TAKE IN GOOD FAITH IN ACCORDANCE WITH A DIRECTION RECEIVED BY IT PURSUANT TO
THIS AGREEMENT.
(I)
EVERY PROVISION OF THIS AGREEMENT THAT
IN ANY WAY RELATES TO CUSTODIAN IS SUBJECT TO SECTIONS 10.1(F), (G), (H) AND
(I).
(J)
EXCEPT FOR THE OBLIGATION TO INVEST
FUNDS IN THE COLLECTION ACCOUNT AS SET FORTH IN THE PAYING AGENT AGREEMENT,
CUSTODIAN SHALL NOT BE LIABLE FOR INTEREST ON ANY MONEY RECEIVED BY IT.
(K)
MONEY HELD IN TRUST BY CUSTODIAN NEED NOT
BE SEGREGATED FROM OTHER FUNDS EXCEPT TO THE EXTENT REQUIRED BY LAW OR THE TERMS
OF THIS AGREEMENT OR THE PAYING AGENT AGREEMENT.
(L)
NO PROVISION OF THIS AGREEMENT SHALL
REQUIRE CUSTODIAN TO EXPEND OR RISK ITS OWN FUNDS OR OTHERWISE INCUR FINANCIAL
LIABILITY 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 TO BELIEVE
THAT REPAYMENT OF SUCH FUNDS OR INDEMNITY REASONABLY SATISFACTORY TO IT AGAINST
SUCH RISK OR LIABILITY IS NOT REASONABLY ASSURED TO IT.
(M)
EVERY PROVISION OF THIS AGREEMENT RELATING TO
THE CONDUCT OR AFFECTING THE LIABILITY OF OR AFFORDING PROTECTION TO CUSTODIAN
SHALL BE SUBJECT TO THE PROVISIONS OF THIS ARTICLE X.
71
(N)
CUSTODIAN SHALL NOT BE REQUIRED TO TAKE
NOTICE OR BE DEEMED TO HAVE NOTICE OR KNOWLEDGE OF ANY SERVICER DEFAULT OR
TERMINATION EVENT HEREUNDER UNLESS CUSTODIAN SHALL HAVE RECEIVED WRITTEN NOTICE
OR HAVE ACTUAL KNOWLEDGE THEREOF.
(O)
THE PERMISSIVE RIGHT OF CUSTODIAN TO TAKE
ACTIONS ENUMERATED IN THIS AGREEMENT SHALL NOT BE CONSTRUED AS A DUTY OR
OBLIGATION AND CUSTODIAN SHALL NOT BE ANSWERABLE FOR OTHER THAN ITS OWN
NEGLIGENT OR WILLFUL MISCONDUCT.
(P)
FROM TIME TO TIME, CUSTOMER SHALL FORWARD TO
CUSTODIAN ADDITIONAL ORIGINAL DOCUMENTS OR ADDITIONAL DOCUMENTS EVIDENCING ANY
ASSUMPTION, MODIFICATION, CONSOLIDATION OR