Custodian and Paying Agent. The Manager must cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a Custodian (as selected by the Company in accordance herewith), and such Custodian will at all times have custody and possession of the Notes and other Custodial Documents (subject to the applicable provisions herein and in such custodial agreement with respect to the release thereof). The Manager must also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a Paying Agent (as selected by the Company in accordance herewith), which Paying Agent will receive and distribute Asset Proceeds in accordance with such paying agency agreement. Such Custodian and Paying Agent must be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial Member, such approval not to be unreasonably withheld, delayed or conditioned. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.6 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in the Custodial and Paying Agency Agreement (which shall be in a form acceptable to the Initial Member). At no time shall the Company have more than one Custodian or one Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent may be terminated by the Company upon no more than thirty days notice provided to such Custodian and Paying Agent, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or the Servicer or any Subservicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which may be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents will be the personal liability of the Manager (who, along with the relevant Servicer or Subservicer(s), will be responsible for safeguarding such Notes and Custodial Documents when not in possession of the Custodian), and (ii) such Notes must be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification, restructuring or foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith must be returned to the Custodian as soon as possible following the completion of the restructuring, modification or foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents are retained by the applicable court, the Manager must request that the court return (and must cause to be so returned) such Notes and other Custodial Documents to the Custodian as soon as possible after they are released by such court. The Manager must (i) ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to the Manager (including to the Manager as the manager of the Company) under the Custodial and Paying Agency Agreement is to be given to the Initial Member at the time that such notice or other communication is given thereunder.
Appears in 6 contracts
Sources: Private Owner Interest Sale and Assignment Agreement, Limited Liability Company Operating Agreement, Private Owner Interest Sale and Assignment Agreement
Custodian and Paying Agent. The Manager must shall cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a document custodian (the “Custodian”) that is a Qualified Custodian (as selected and approved by the Company in accordance herewith)Initial Member, and such Custodian will shall at all times have custody and possession of the Notes and other Custodial Documents (subject to the applicable provisions herein and in such custodial agreement with respect to the release thereof)Documents. The Manager must shall also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a Paying Agent (as paying agent selected by the Company in accordance herewith(the “Paying Agent”), which Paying Agent will shall receive and distribute Asset Loan Proceeds in accordance with such paying agency agreement. Such Custodian the applicable Custodial and Paying Agent must be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial Member, such approval not to be unreasonably withheld, delayed or conditionedAgency Agreement. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.6 13.5 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in the a Custodial and Paying Agency Agreement (which shall be in a form that is acceptable to the Initial Member). At no time shall the Company have more than one Custodian or one Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent may shall be terminated terminable by the Company upon no more than thirty (30) days notice provided to such Custodian and Paying Agentby either, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or the Servicer or any SubservicerServicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which may shall be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents will shall be the personal liability of the Manager (who, along with the relevant Servicer or Subservicer(sServicer(s), will shall be responsible for safeguarding such Notes and Custodial Documents when not in possession of the CustodianDocuments), and (ii) such Notes must shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification, modification or restructuring or foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith must shall be returned to the Custodian as soon as possible following the completion of the restructuring, restructuring or modification or foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents are retained by the applicable court, the Manager must request that the court return (and must cause to be so returned) such Notes and other Custodial Documents to the Custodian as soon as possible after they are released by such court. The Manager must (i) shall ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to the Manager (including to the Manager as the manager of the Company) under the Custodial and Paying Agency Agreement is to be given to the Initial Member at the time that such notice or other communication is given thereunder.
Appears in 6 contracts
Sources: Limited Liability Company Operating Agreement, Limited Liability Company Interest Sale and Assignment Agreement, Limited Liability Company Operating Agreement
Custodian and Paying Agent. The Manager must shall cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a Custodian (as selected by the Company in accordance herewith), and such Custodian will shall at all times have custody and possession of the Notes and other Custodial Documents (subject to the applicable provisions herein and in such custodial agreement with respect to the release thereof). The Manager must shall also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a Paying Agent (as selected by the Company in accordance herewith), which Paying Agent will shall receive and distribute Asset Proceeds in accordance with such paying agency agreement. Such Custodian and Paying Agent must shall be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial Member, such approval not to be unreasonably withheld, delayed or conditioned. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.6 13.5 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in the Custodial and Paying Agency Agreement (which shall be in a form acceptable to the Initial Member). At no time shall the Company have more than one (1) Custodian or one (1) Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent may be terminated by the Company upon no more than thirty (30) days notice provided to such Custodian and Paying Agenteither, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or the Servicer or any SubservicerServicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which may shall be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents will shall be the personal liability of the Manager (who, along with the relevant Servicer or Subservicer(sServicer(s), will shall be responsible for safeguarding such Notes and Custodial Documents when not in possession of the Custodian), and (ii) such Notes must shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification, restructuring or foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith must shall be returned to the Custodian as soon as possible following the completion of the restructuring, modification or foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing, foregoing if any Notes or other Custodial Documents are retained by the applicable court, the Manager must request that the court return (and must cause to be so returned) such Notes and other Custodial Documents shall be returned to the Custodian as soon as possible after they are released by such court. The Manager must (i) shall ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to by the Manager (including to the Manager as the manager of the Company) under the Custodial and Paying Agency Agreement is to be given to the Initial Member at the time that such notice or other communication is given thereunder.
Appears in 3 contracts
Sources: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Custodian and Paying Agent. The Manager must shall cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a document custodian (the “Custodian”) that is a Qualified Custodian (as selected and approved by the Company in accordance herewith)Initial Member, and such Custodian will shall at all times have custody and possession of the Notes and other Custodial Documents (subject to the applicable provisions herein and in such custodial agreement with respect to the release thereof)Documents. The Manager must shall also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a Paying Agent (as paying agent selected by the Company in accordance herewith(the “Paying Agent”), which Paying Agent will shall receive and distribute Asset Loan Proceeds in accordance with such paying agency agreement. Such Custodian the applicable Custodial and Paying Agent must be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial Member, such approval not to be unreasonably withheld, delayed or conditionedAgency Agreement. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.6 13.5 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in the a Custodial and Paying Agency Agreement (which shall be in a form that is acceptable to the Initial Member). At no time shall the Company have more than one Custodian or one Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent may shall be terminated terminable by the Company upon no more than thirty (30) days notice provided to such Custodian and Paying Agentby either, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or the Servicer or any SubservicerServicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which may shall be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents will shall be the personal liability of the Manager (who, along with the relevant Servicer or Subservicer(sServicer(s), will shall be responsible for safeguarding such Notes and Custodial Documents when not in possession of the CustodianDocuments), and (ii) such Notes must be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification, restructuring or foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith must be returned to the Custodian as soon as possible following the completion of the restructuring, modification or foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents are retained by the applicable court, the Manager must request that the court return (and must cause to be so returned) such Notes and other Custodial Documents to the Custodian as soon as possible after they are released by such court. The Manager must (i) ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to the Manager (including to the Manager as the manager of the Company) under the Custodial and Paying Agency Agreement is to be given to the Initial Member at the time that such notice or other communication is given thereunder.
Appears in 2 contracts
Sources: Limited Liability Company Interest Sale and Assignment Agreement, Limited Liability Company Operating Agreement
Custodian and Paying Agent. The Manager must shall cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a Custodian (as selected by the Company in accordance herewith), and such Custodian will shall at all times have custody and possession of the Notes and other Custodial Documents (subject to the applicable provisions herein and in such custodial agreement with respect to the release thereof). The Manager must shall also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a Paying Agent (as selected by the Company in accordance herewith), which Paying Agent will shall receive and distribute Asset Proceeds in accordance with such paying agency agreement. Such Custodian and Paying Agent must shall be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial Member, such approval not to be unreasonably withheld, delayed or conditioned. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.6 13.5 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in the Custodial and Paying Agency Agreement (which shall be in a form acceptable to the Initial Member). At no time shall the Company have more than one Custodian or one Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent may be terminated by the Company upon no more than thirty days notice provided to such Custodian and Paying Agent, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or the Servicer or any SubservicerSub-Servicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which may shall be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents will shall be the personal liability of the Manager (who, along with the relevant Servicer or Subservicer(sSub-Servicer(s), will shall be responsible for safeguarding such Notes and Custodial Documents when not in possession of the Custodian), and (ii) such Notes must shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification, restructuring or foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith must shall be returned to the Custodian as soon as possible following the completion of the restructuring, modification or foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents are retained by the applicable court, the Manager must shall request that the court return (and must shall cause to be so returned) such Notes and other Custodial Documents to the Custodian as soon as possible after they are released by such court. The Manager must shall (i) ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to the Manager (including to the Manager as the manager of the Company) under the Custodial and Paying Agency Agreement is to be given to the Initial Member at the time that such notice or other communication is given thereunder.
Appears in 2 contracts
Sources: Limited Liability Company Operating Agreement, Private Owner Interest Sale and Assignment Agreement
Custodian and Paying Agent. The Manager must cause Company shall establish the Company to retain Collection Account and enter into and, the Distribution Account at all times, be a party to a written custodial agreement with a Custodian the Paying Agent (as selected by the Company in accordance herewithor its Affiliate), and such Custodian will shall at all times be party to an Account Control Agreement. The Custodian at all times shall have custody and possession of the Loan Notes and other Custodial Documents (subject to the applicable provisions herein and in such custodial agreement with respect extent required pursuant to the release thereof). The Manager must also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a Paying Agent (as selected by the Company in accordance herewith), which Paying Agent will receive and distribute Asset Proceeds in accordance with such paying agency agreement. Such Custodian and Paying Agent must be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial Member, such approval not to be unreasonably withheld, delayed or conditioned. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.6 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in the Custodial and Paying Agency Agreement (which shall be in a form acceptable to the Initial Member)Agreement. At no time shall the Company have there be more than one Custodian or more than one Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and to the Paying Agent shall be no more than market rates and the Custodian and Paying Agent may be terminated by the Company upon no more than thirty days notice provided to such Custodian and Paying Agent, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth thereinrates. In the event that the Manager removes, or causes the Company (or the Servicer or Debtors remove any Subservicer) to remove, any Loan Notes or other Custodial Documents from the possession of the Custodian (which may shall be done only in accordance with the relevant Custodial and Paying Agency Agreement), (ia) any loss or destruction of or damage to such Loan Notes or Custodial Documents will shall be the personal liability of the Manager Debtors (who, along with the relevant Servicer or Subservicer(s), will who shall be responsible for safeguarding such Loan Notes and Custodial Documents when not in possession of the CustodianDocuments), and (iib) such Loan Notes must shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the Collateral Agent’s perfection of the secured party’s security interest therein thereof by possession. If any Loan Notes or other Custodial Documents are removed in connection with the modification, modification or restructuring or foreclosure of a Loan, the modified or restructured Loan Notes and other Custodial Documents removed in connection therewith must shall be returned to the Custodian as soon as possible following the completion of the restructuring, restructuring or modification or foreclosure (and, in any event, in accordance with clause (iib) of the immediately preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents are retained by the applicable court, the Manager must request that the court return (and must cause to be so returned) such Notes and other Custodial Documents to the Custodian as soon as possible after they are released by such court. The Manager must (i) Debtors shall ensure that the Initial Member receives Collateral Agent and the Notes Designee receive a copy of each material demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under pursuant to the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to thereunder. If the Manager (including to the Manager Person then serving as the manager of the Company) under Custodian shall, at any time and for any reason, cease to be a Qualified Custodian, such Person shall be replaced in accordance with the Custodial and Paying Agency Agreement is Agreement. If the Person then serving as the Paying Agent shall, at any time and for any reason, cease to be given to a Qualified Paying Agent, such Person shall be replaced in accordance with the Initial Member at the time that such notice or other communication is given thereunder.Custodial and Paying Agency Agreement
Appears in 1 contract
Sources: Security Agreement (First Citizens Bancshares Inc /De/)
Custodian and Paying Agent. The Manager must cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a Custodian (as selected by the Company in accordance herewith), and such Custodian will at all times have custody and possession of the Notes and other Custodial Documents (subject to the applicable provisions herein and in such custodial agreement with respect to the release thereof). The Manager must also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a Paying Agent (as selected by the Company in accordance herewith), which Paying Agent will receive and distribute Asset Proceeds in accordance with such paying agency agreement. Such Custodian and Paying Agent must be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial MemberMember and the PMN Agent, such approval not to be unreasonably withheld, delayed or conditioned. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.6 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in the Custodial and Paying Agency Agreement (which shall be in a form acceptable to the Initial Member). At no time shall the Company have more than one Custodian or one Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent may be terminated by the Company (with the consent of the PMN Agent) or the PMN Agent upon no more than thirty days notice provided to such Custodian and Paying Agent, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or the Servicer or any Subservicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which may be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents will be the personal liability of the Manager (who, along with the relevant Servicer or Subservicer(s), will be responsible for safeguarding such Notes and Custodial Documents when not in possession of the Custodian), and (ii) such Notes must be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification, restructuring or foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith must be returned to the Custodian as soon as possible following the completion of the restructuring, modification or foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents are retained by the applicable court, the Manager must request that the court return (and must cause to be so returned) such Notes and other Custodial Documents to the Custodian as soon as possible after they are released by such court. The Manager must (i) ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to the Manager (including to the Manager as the manager of the Company) under the Custodial and Paying Agency Agreement is to be given to the Initial Member at the time that such notice or other communication is given thereunder.
Appears in 1 contract
Sources: Private Owner Interest Sale and Assignment Agreement
Custodian and Paying Agent. The Manager must cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a Custodian (as selected by the Company in accordance herewith), and such Custodian will at all times have custody and possession of the Notes and other Custodial Documents (subject to the applicable provisions herein and in such custodial agreement with respect to the release thereof). The Manager must also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a Paying Agent (as selected by the Company in accordance herewith), which Paying Agent will receive and distribute Asset Proceeds in accordance with such paying agency agreement. Such Custodian and Paying Agent must be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial MemberMember and the PMN Agent, such approval not to be unreasonably withheld, delayed or conditioned. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.6 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in the Custodial and Paying Agency Agreement (which shall be in a form acceptable to the Initial Member). At no time shall the Company have more than one Custodian or one Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent may be terminated by the Company (with the consent of the PMN Agent) or the PMN Agent upon no more than thirty days notice provided to such Custodian and Paying Agent, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or the Servicer or any Subservicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which may be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents will be the personal liability of the Manager (who, along with the relevant Servicer or Subservicer(s), will be responsible for safeguarding such Notes and Custodial Documents when not in possession of the Custodian), and (ii) such Notes must be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification, restructuring or foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith must be returned to the Custodian as soon as possible following the completion of the restructuring, modification or foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents are retained by the applicable court, the Manager must request that the court return (and must cause to be so returned) such Notes and other Custodial Documents to the Custodian as soon as possible after they are released by such court. The Manager must (i) ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to the Manager (including to the Manager as the manager of the Company) under the Custodial and Paying Agency Agreement is to be given to the Initial Member at the time that such notice or other communication is given thereunder.thereunder.
Appears in 1 contract
Custodian and Paying Agent. The Manager must shall cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a document custodian that is a Qualified Custodian (as selected and approved by the Company in accordance herewith)Initial Member, and such Custodian will shall at all times have custody and possession of the Notes and other Custodial Documents (subject Documents, unless released to the applicable provisions herein and Servicer in such custodial agreement accordance with respect to the release thereof)Servicing Agreement. The Manager must shall also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a Paying Agent (as paying agent selected by the Company in accordance herewith)Company, which Paying Agent will shall receive and distribute Asset Mortgage Loan Proceeds in accordance with such paying agency agreement. Such Custodian the applicable Custodial and Paying Agent must be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial Member, such approval not to be unreasonably withheld, delayed or conditionedAgency Agreement. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.6 13.5 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in the a Custodial and Paying Agency Agreement (which shall be in a form that is acceptable to the Initial Member). At no time shall the Company have more than one Custodian or one Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent may shall be terminated terminable by the Company upon no more than thirty (30) days notice provided to such Custodian and Paying Agentby either, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or the Servicer or any SubservicerServicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which may shall be done only in accordance with the relevant Custodial and Paying Agency Agreement or Servicing Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents will shall be the personal liability of the Manager (who, along with the relevant Servicer or Subservicer(sServicer(s), will shall be responsible for safeguarding such Notes and Custodial Documents when not in possession of the CustodianDocuments), and (ii) such Notes must be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification, restructuring or foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith must be returned to the Custodian as soon as possible following the completion of the restructuring, modification or foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents are retained by the applicable court, the Manager must request that the court return (and must cause to be so returned) such Notes and other Custodial Documents to the Custodian as soon as possible after they are released by such court. The Manager must (i) ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to the Manager (including to the Manager as the manager of the Company) under the Custodial and Paying Agency Agreement is to be given to the Initial Member at the time that such notice or other communication is given thereunder.
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