Common use of Custodian’s Rights Clause in Contracts

Custodian’s Rights. The Custodian may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Custodian may rely conclusively on and shall be protected in acting upon the written or oral instructions of a Designated Person, including, without limitation, any instructions received pursuant to Section 1.03 hereof. (a) The Custodian may consult counsel reasonably satisfactory to it and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. (b) The Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission. (c) The Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Loans, and will not be required to and will not make any representations as to the validity or value of any of the Loans. The Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with reasonable indemnity. (d) ACAS shall indemnify and hold the Custodian harmless from and against all liabilities, damages, losses, fees (including reasonable attorney’s fees and expenses) and costs and expenses incurred by the Custodian as a result of the entering into and performance of its duties hereunder, unless such liabilities, damages, loss, fees, costs and expenses shall arise from the Custodian’s gross negligence or willful misconduct. The Custodian’s rights to indemnification shall survive the termination of this Agreement. (e) ACAS shall pay the Custodian the reasonable out-of-pocket expenses the Custodian incurs in connection with its duties hereunder.

Custodian’s Rights. The Custodian may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Custodian may rely conclusively on and shall be protected in acting upon the written or oral instructions of a Designated Person, including, including without limitation, any instructions received pursuant to Section 1.03 hereof. (a) The Custodian may consult counsel reasonably satisfactory to it and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. (b) The Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission. (c) The Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Loans, and will not be required to and will not make any representations as to the validity or value of any of the Loans. The Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with reasonable indemnity. (d) ACAS shall indemnify and hold the Custodian harmless from and against all liabilities, damages, losses, fees (including reasonable attorney’s fees and expenses) and costs and expenses incurred by the Custodian as a result of the entering into and performance of its duties hereunder, unless such liabilities, damages, loss, fees, costs and expenses shall arise from the Custodian’s gross negligence or willful misconduct. The Custodian’s rights to indemnification shall survive the termination of this Agreement. (e) ACAS shall pay the Custodian the reasonable out-of-pocket expenses the Custodian incurs in connection with its duties hereunder.

Custodian’s Rights. The Custodian may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Custodian may rely conclusively on and shall be protected in acting upon the written or oral instructions of a Designated Person, including, ACS including without limitation, any instructions received pursuant to Section 1.03 hereof. (a) The Custodian may consult counsel reasonably satisfactory to it and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. (b) The Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission. (c) The Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Loans, and will not be required to and will not make any representations as to the validity or value of any of the Loans. The Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with reasonable indemnity. (d) ACAS ACS shall indemnify and hold the Custodian harmless from and against all liabilities, damages, losses, fees (including reasonable attorney’s 's fees and expenses) and costs and expenses incurred by the Custodian as a result of the entering into and performance of its duties hereunder, unless such liabilities, damages, loss, fees, costs and expenses shall arise from the Custodian’s 's gross negligence or willful misconduct. The Custodian’s 's rights to indemnification shall survive the termination of this Agreement. (e) ACAS ACS shall pay the Custodian the reasonable out-of-pocket expenses the Custodian incurs in connection with its duties hereunder.. ARTICLE III

Custodian’s Rights. The Custodian may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Custodian may rely conclusively on and shall be protected in acting upon the written or oral instructions of a Designated Person, including, MCG including without limitation, any instructions received pursuant to Section 1.03 hereof. (a) The Custodian may consult counsel reasonably satisfactory to it and the written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. The Custodian shall provide MCG with a copy of any such opinion of counsel upon which the Custodian relies in connection with its actions under this Agreement. (b) The Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or misconduct, willful misfeasance, grossly negligent performance or omission, fraud, self dealing or criminal conduct. (c) The Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the completeness, validity, sufficiency, value, genuineness, ownership or transferability of the LoansLoans or Notes, and will not be required to and will not make any representations as to the validity or value of any of the LoansLoans or Notes. The Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with reasonable indemnity. (d) ACAS MCG shall indemnify and hold the Custodian harmless from and against all claims, liabilities, damages, losses, fees (including reasonable attorney’s fees and expenses) and costs and expenses incurred by the Custodian as a result of the entering into and performance of its duties hereunder, unless such claims, liabilities, damages, loss, fees, costs and expenses shall arise from the Custodian’s gross negligence or willful misconduct, willful misfeasance, grossly negligent performance or omission, fraud, self dealing or criminal conduct. Subject to the following sentence, MCG (i) shall have the right to control any defense and/or investigation with respect to which indemnity may be requested by the Custodian hereunder and (ii) shall have the right to select counsel (with the consent of the Custodian, such consent not to be unreasonably withheld, delayed or conditioned) in connection with any matter for which indemnity for attorney’s fees and expenses may be requested by the Custodian hereunder. In any action, claim or proceeding in which, in the opinion of such counsel, a conflict exists between MCG and the Custodian, then the Custodian shall have the right to select separate counsel (with the consent of MCG, such consent not to be unreasonably withheld, delayed or conditioned), at the expense of MCG, and to control its own defense of such action, claim or proceeding. The Custodian’s rights to indemnification shall survive the termination of this Agreement. (e) ACAS MCG shall pay the Custodian the fees and reasonable out-of-pocket expenses the Custodian incurs in connection with its duties hereunder., as listed on the Fee Schedule attached hereto as Exhibit C.

Custodian’s Rights. (a) The Custodian may rely on and shall be protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and which in good faith it reasonably believes to be genuine and which has been signed by the proper party or parties. The Custodian may rely conclusively on and shall be protected by in acting upon (i) the written instructions of any designated officer of a Holder or oral (ii) the verbal instructions of a Designated Person, including, Holder including without limitation, any verbal instructions received pursuant to Section 1.03 1.3 hereof. (ab) The Custodian may consult counsel reasonably satisfactory to it and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. (bc) The Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission. (cd) The Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the completeness, validity, sufficiency, value, genuineness, ownership or transferability of the LoansLease Contracts, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the LoansLease Contracts. The Custodian shall not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability unless it has been furnished with reasonable indemnity. (de) ACAS T & W shall indemnify and hold the Custodian harmless from and against all liabilities, damages, losses, fees (including reasonable attorney’s fees and expenses's fees) and costs and expenses incurred by the Custodian as a result of any legal proceedings or in defending against any action or claim relating to the entering into and performance of its duties hereunder, unless such liabilities, damages, loss, fees, costs and expenses shall arise from the Custodian’s gross 's negligence or willful misconduct. The Custodian’s 's rights to indemnification shall survive the termination of this Agreement. (e) ACAS shall pay the Custodian the reasonable out-of-pocket expenses the Custodian incurs in connection with its duties hereunder.