AMOUNTS OR PROPERTY TO BE PAID OR
DELIVERED TO IT HEREUNDER.
(B)
CUSTODIAN WILL PERFORM ITS DUTIES UNDER THIS
SECTION 10.1 AND HEREUNDER ON BEHALF OF AND FOR THE BENEFIT OF BUYER AS ITS
CUSTODIAN, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND APPLICABLE LAW
AND, TO THE EXTENT CONSISTENT WITH SUCH TERMS, IN THE SAME MANNER IN WHICH, AND
WITH THE SAME CARE, SKILL, PRUDENCE AND DILIGENCE WITH WHICH IT ADMINISTERS
DOCUMENTS RELATING TO SIMILAR ASSETS, GIVING DUE CONSIDERATION TO CUSTOMARY AND
USUAL STANDARDS OF PRACTICE OF PRUDENT INSTITUTIONAL LOAN CUSTODIANS AND, IN
EACH CASE, TAKING INTO ACCOUNT ITS OTHER OBLIGATIONS HEREUNDER, BUT WITHOUT
REGARD TO:
(I)
ANY RELATIONSHIP THAT CUSTODIAN OR ANY
AFFILIATE THEREOF MAY HAVE WITH THE RELATED OBLIGOR; OR
(II)
THE OWNERSHIP, OR HOLDING IN TRUST FOR
OTHERS, BY CUSTODIAN, OF ANY OTHER LOANS, LEASES OR PROPERTY.
(C)
CUSTODIAN SHALL PROMPTLY REPORT TO BUYER
ANY FAILURE BY IT TO HOLD THE RECEIVABLES DELIVERY DOCUMENTS AS HEREIN PROVIDED
AND SHALL PROMPTLY TAKE APPROPRIATE ACTION TO REMEDY ANY SUCH FAILURE BUT SHALL
BE LIABLE THEREFOR ONLY TO THE EXTENT (I) ANY SUCH FAILURE IS CAUSED BY THE ACTS
OR OMISSIONS OF CUSTODIAN RESULTING FROM ITS GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT AND (II) SUCH REMEDIAL ACTION IS OR WAS AT THE TIME OF SUCH FAILURE
OTHERWISE WITHIN ITS CAPABILITIES OR CONTROL.
CUSTODIAN SHALL HAVE AND PERFORM
THE FOLLOWING POWERS AND DUTIES:
(I)
HOLD THE RECEIVABLES DELIVERY DOCUMENTS
ON BEHALF OF BUYER, MAINTAIN ACCURATE RECORDS PERTAINING TO THE RECEIVABLES
DELIVERY DOCUMENTS TO ENABLE IT TO COMPLY WITH THE TERMS OF THIS AGREEMENT, AND
MAINTAIN A CURRENT INVENTORY THEREOF;
(II)
IMPLEMENT POLICIES AND PROCEDURES IN
ACCORDANCE WITH CUSTODIAN'S NORMAL BUSINESS PRACTICES WITH RESPECT TO THE
HANDLING AND CUSTODY OF THE RECEIVABLES DELIVERY DOCUMENTS SO THAT THE INTEGRITY
AND PHYSICAL POSSESSION OF THE RECEIVABLES DELIVERY DOCUMENTS WILL BE
MAINTAINED; AND
(III)
HOLD AND DISTRIBUTE AND INVEST MONIES AND
OTHER ASSETS IN ACCORDANCE WITH THE TERMS HEREOF.
(D)
IN ACTING AS CUSTODIAN OF THE RECEIVABLES
DELIVERY DOCUMENTS, CUSTODIAN AGREES FURTHER THAT IT DOES NOT AND WILL NOT HAVE
OR ASSERT ANY INTEREST IN THE WAREHOUSE ASSETS IN ITS INDIVIDUAL CAPACITY.
(E)
CUSTODIAN AGREES TO MAINTAIN THE
RECEIVABLES DELIVERY DOCUMENTS AT THE CORPORATE CUSTODIAN OFFICE OR AT SUCH
OTHER OFFICES OF CUSTODIAN AS SHALL FROM TIME TO TIME BE IDENTIFIED BY PRIOR
WRITTEN NOTICE TO BUYER.
SUBJECT TO THE FOREGOING, CUSTODIAN MAY TEMPORARILY
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move Receivables Delivery Documents or any portion thereof without notice as
necessary to conduct its duties pursuant to this Agreement or any other
Transaction Document.
(F)
IF A TERMINATION EVENT HAS OCCURRED AND
IS CONTINUING OF WHICH A RESPONSIBLE OFFICER OF CUSTODIAN SHALL HAVE ACTUAL
KNOWLEDGE, CUSTODIAN SHALL EXERCISE THE RIGHTS AND POWERS VESTED IN IT BY THIS
AGREEMENT AND USE THE SAME DEGREE OF CARE AND SKILL IN THEIR EXERCISE AS A
PRUDENT PERSON WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES IN THE CONDUCT OF
SUCH PERSON'S OWN AFFAIRS.
(G)
EXCEPT DURING THE CONTINUANCE OF A
TERMINATION