Custodian to Hold Contracts Clause Samples

Custodian to Hold Contracts. The Custodian, as agent (solely for the purpose of perfecting the security interest of the Trustee in the Contracts and the related Custodian Files) and bailee of the Trustee, shall hold each Contract, together with any documents relating thereto that may from time to time be delivered to the Custodian, until such time as such Contract is released from the lien of this Indenture pursuant to the terms hereof. Within 45 days of the Closing Date, the Custodian will review each Custodian File to determine whether or not such file is complete, and it shall file an exception report with the Issuer, the Trustee and the Servicer within such time period. If an exception is not cured within 75 days of the Closing Date, the related Contract must be repurchased by Trendwest within 30 days of the end of such 75-day period. The Trustee shall have no responsibility or liability for the actions or inactions of the Custodian with respect to such review. The Trustee shall be under no duty or obligation to inspect, review or examine the Contracts or the related Custodian Files for any purpose, including, without limitation, to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.
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Custodian to Hold Contracts. The Custodian, as agent (solely for the purpose of perfecting the security interest of the Trustee of each Series in the Contracts and the related Custodian Files) and bailee of the Trustee of each Series, shall hold each Contract, together with any documents relating thereto that may from time to time be delivered to the Custodian, until such time as such Contract is released from the lien of this Indenture pursuant to the terms hereof. Within 10 days of the related Series Closing Date, the Custodian will review each Custodian File related to such Series to determine whether or not such file is complete, and it shall file an exception report with the Issuer, the Trustee, the Servicer and each Noteholder of the related Series within such time period. If an exception is not cured within 40 days of the related Series Closing Date, the related Contract must be repurchased by Trendwest within 30 days of the end of such 40-day period. The Trustee for such Series shall have no responsibility or liability for the actions or inactions of the Custodian. The Trustee of each Series shall be under no duty or obligation to inspect, review or examine the Contracts or the related Custodian Files for any purpose, including, without limitation, to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.
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Related to Custodian to Hold Contracts

  • Custodian TEN ENT as tenants by the entireties (Cust) JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors survivorship and not as tenants in common Act....................... (State) Additional abbreviations may also be used though not in the above list. FORM OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto --------------------------------------- --------------------------------------------------------------------------- PLEASE INSERT SOCIAL SECURITY OR OTHER --------------------------------------- IDENTIFYING NUMBER OF ASSIGNEE --------------------------------------- --------------------------------------- --------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------- Please print or typewrite name and address of assignee ------------------------------------------------------------------------------------------------------------------- the within Certificate and does hereby or irrevocably constitute and appoint ------------------------------------------------------------------------------------------------------------------- to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the premises. Dated: --------------------------------- ---------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever. ------------------------------- SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _________________________________________________ account number ______________ or, if mailed by check, to _______________________________________. Statements should be mailed to ____________________. This information is provided by assignee named above, or _______________________, as its agent. EXHIBIT A-5 [FORM OF CLASS A-5 CERTIFICATE] THIS CLASS A-5 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY. IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS, REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS A-5 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-TOP16 INITIAL PASS-THROUGH RATE: 4.60 % MASTER SERVICER: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2004 SPECIAL SERVICER: ARCAP SERVICING, INC. CUT-OFF DATE: NOVEMBER 1, 2004 PAYING AGENT: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION CLOSING DATE: NOVEMBER 4, 2004 PRIMARY SERVICER: PRINCIPAL GLOBAL INVESTORS, LLC FIRST DISTRIBUTION DATE: DECEMBER 13, 2004 TRUSTEE: LASALLE BANK NATIONAL ASSOCIATION AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-5 FISCAL AGENT: ABN AMRO BANK N.V. CERTIFICATES AS OF THE CLOSING DATE: $80,000,000.00 CUSIP NO. ___________ CERTIFICATE BALANCE OF THIS CLASS A-5 CERTIFICATE AS OF THE CLOSING DATE: $80,000,000.00 CLASS A-5 CERTIFICATE evidencing a beneficial ownership interest in a Trust, consisting primarily of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-5 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the "Pooling and Servicing Agreement"), among Bear ▇▇▇▇▇▇▇ Commercial Mortgage Securities Inc. (hereinafter called the "Depositor", which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-5 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-TOP16 and are issued in the Classes specified in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 12th day of each month or, if such 12th day is not a Business Day, the next succeeding Business Day (a "Distribution Date") commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate's pro rata share of the amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and

  • CUSTODIAN CONTRACT This Contract by and between State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 2▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (hereinafter called the "Custodian"), and each fund which is listed on Appendix A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Contract (each such fund individually hereinafter called the "Fund," whose definition may be found in Section 22),

  • Custodian Agreement The Custodian Agreement, dated as of the Closing Date, between the Custodian and the Depositor, as amended, supplemented or modified from time to time. Cutoff Date: June 1, 2016.

  • Custodian and Depository The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to act as depository for and to maintain custody of the property of the Trust or any Series or Class and accounting records in connection therewith.

  • Custodial Agreements Immediately prior to the transfer of the Receivables by the Seller to the Depositor, the Seller or an Affiliate of the Seller had possession of the Receivable Files and there were no, and there will not be any, custodial agreements in effect materially adversely affecting the right or ability of the Seller to make, or cause to be made, any delivery required under this Agreement.