Common use of Rights of Custodian Clause in Contracts

Rights of Custodian. (a) Custodian may conclusively rely, as to the truth of the statements or the correctness of the opinions expressed therein, on any document believed by it to be genuine and to have been signed or presented by the proper person. Custodian need not investigate any fact or matter stated in the document. (b) Before Custodian acts or refrains from acting, it may require an Officer's Certificate or an opinion of counsel. Custodian shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or opinion of counsel. (c) Custodian may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and Custodian shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) Custodian shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that Custodian's conduct does not constitute willful misconduct, negligence or bad faith. (e) Custodian may consult with counsel, including Customer's counsel, and the advice or opinion of counsel with respect to legal matters relating to this Agreement shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

Rights of Custodian. (a) Custodian may conclusively rely, as to the truth of the statements or the correctness of the opinions expressed therein, on any document believed by it to be genuine and to have been signed or presented by the proper person. Custodian need not investigate any fact or matter stated in the document. (b) Before Custodian acts or refrains from acting, it may require an Officer's ’s Certificate or an opinion of counsel. Custodian shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's ’s Certificate or opinion of counsel. (c) Custodian may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and Custodian shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) Custodian shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that Custodian's ’s conduct does not constitute willful misconduct, negligence or bad faith. (e) Custodian may consult with counsel, including Customer's ’s counsel, and the advice or opinion of counsel with respect to legal matters relating to this Agreement shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) Custodian shall not be liable for any indirect, consequential or punitive loss or damages arising from this Agreement or the Paying Agent Agreement.

Rights of Custodian. (a) The Custodian may conclusively relyrely on and shall be protected in acting upon any certificate, as instrument, opinion, notice, letter, telegram or other document delivered to the truth of the statements or the correctness of the opinions expressed therein, on any document believed by it and which in good faith it reasonably believes to be genuine and to have which has been signed or presented by the proper personparty or parties. The Custodian need not investigate may rely conclusively on and shall be protected by acting upon the written instruction of any fact or matter stated in designated officer of the documentBank. (b) Before Custodian acts or refrains from acting, it may require an Officer's Certificate or an opinion of counsel. Custodian shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or opinion of counsel. (c) Custodian may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and Custodian shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) Custodian shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that Custodian's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Custodian may consult with counsel, including Customer's counseloutside counsel reasonably satisfactory to it, and the advice or opinion of such counsel with respect to legal matters relating to this Agreement shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, except in the case of its willful misconduct or negligent performance or omission. (c) 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 negligent performance or omission. (d) Except as expressly act forth herein, 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 Loan 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 Loan Contracts. The Custodian shall not be obligated to take any legal action hereunder which might in its reasonable judgement involve any expense or liability unless it has been furnished with reasonable indemnity therefor. (e) Oxford shall indemnify and hold the Custodian and the Bank harmless from and against all liabilities, damages, losses, fees (including reasonable attorney’s fees) and costs and expenses incurred by the Custodian or the Bank as a result of any legal proceedings or in defending against any action or claim relating to the performance of its duties hereunder, unless such liabilities, damages, losses, fees, costs and expenses shall arise from the Custodian or the Bank’s negligence or willful misconduct or omission. The Custodian’s and the Bank’s rights to indemnification shall survive the termination of this Agreement.

Rights of Custodian. (a) The Custodian may conclusively relyrely on and shall be protected in acting upon any certificate, as instrument, opinion, notice, letter, telegram or other document delivered to the truth of the statements or the correctness of the opinions expressed therein, on any document believed by it and which in good faith it reasonably believes to be genuine and to have which has been signed or presented by the proper personparty or parties. The Custodian need not investigate may rely conclusively on and shall be protected by acting upon the written instruction of any fact or matter stated in designated officer of the documentAdministrative Agent. (b) Before Custodian acts or refrains from acting, it may require an Officer's Certificate or an opinion of counsel. Custodian shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or opinion of counsel. (c) Custodian may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and Custodian shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) Custodian shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that Custodian's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Custodian may consult with counsel, including Customer's counseloutside counsel reasonably satisfactory to it, and the advice or opinion of such counsel with respect to legal matters relating to this Agreement shall be full and complete authorization and protection from liability in respect to of any action taken, suffered or omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, except in the case of its willful misconduct or negligent performance or omission. (c) 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 negligent performance or omission. (d) Except as expressly act forth herein, 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 Loan 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 Loan Contracts. The Custodian shall not be obligated to take any legal action hereunder which might in its reasonable judgement involve any expense or liability unless it has been furnished with reasonable indemnity therefor. (e) Oxford shall indemnify and hold the Custodian, Administrative Agent and each Lender harmless from and against all liabilities, damages, losses, fees (including reasonable attorneys’ fees) and costs and expenses incurred by the Custodian, the Administrative Agent or any Lender as a result of any legal proceedings or in defending against any action or claim relating to the performance of its duties hereunder, unless such liabilities, damages, losses, fees, costs and expenses shall arise from the Custodian’s, the Administrative Agent’s or a Lender’s negligence or willful misconduct or omission. The Custodian’s, the Administrative Agent’s and each Lender’s rights to indemnification shall survive the termination of this Agreement.