Common use of Specified Documents Clause in Contracts

Specified Documents. (a) The Specified Documents relating to the Receivables shall be held on behalf of and in trust for the Agent and the Purchasers in the custody of a Person (a “Custodian”) designated to so act on behalf of the Purchasers under this Article II. As the initial Custodians, each of SIRVA Relo, Executive Relo and SIRVA Global is hereby designated as, and agrees to perform the duties and obligations of, a Custodian for the Specified Documents relating to Receivables originated by it. Each initial Custodian acknowledges that the Agent and each Purchaser have relied on the initial Custodians’ agreement to act as Custodians (and the agreement of any of the sub-custodians to so act) in making the decision to execute and deliver this Agreement and agrees that it will not voluntarily resign as Custodian. At any time after the occurrence of a Servicer Replacement Event, the Agent may designate a new Custodian to succeed any initial Custodian (or any successor Custodian). The Agent also may at any time (whether or not a Servicer Replacement Event then exists) designate a Person that is not a SIRVA Entity or an Affiliate of any SIRVA Entity as an additional Custodian, which additional Custodian shall hold all Origination Home Deeds executed in blank, and the Seller and the Originators shall enter into a Bailment Agreement in form and substance satisfactory to the Agent with such additional Custodian and the Agent. The Agent may at any time remove or replace any sub-custodian. If replaced, each Custodian agrees it will turn over possession of the Specified Documents in its possession to the successor Custodian. (b) Not less than two Business Days prior to any proposed Purchase Date (or, in the case of the initial Purchase Date, on the initial Purchase Date), the Seller or its designee shall deliver or cause to be delivered (i) to the related Custodian, the Specified Documents with respect to each Receivable proposed to be added to the Net Receivables Balance hereunder, together with the related Document Schedule, and (ii) to the Agent, the Document Schedule (or other report specifying such information regarding Receivables being added to the Net Receivables Balance as the Agent requires). Unless the Agent shall agree otherwise in writing, delivery to the related Custodian of the Specified Documents and the Documents Schedule shall be conditions precedent to any Purchase on such Purchase Date. If the Agent so agrees, the Seller shall cause any missing Specified Documents to be delivered to the related Custodian within the time reasonably required by the Agent (which time shall not exceed 10 days), and failure to do so shall cause the related Receivable to cease being an Eligible Receivable. The Seller and the Servicer shall ▇▇▇▇ their files relating to the Receivables to note the interest of the Agent and the Purchasers therein. (c) Each Custodian shall maintain custody of the Specified Documents in trust for the benefit of the Agent and the Purchasers in a secure fire resistant facility in accordance with its customary standards for maintaining custody of the comparable documents, separate from other documents of the Originators and marked to note the interest of the Agent and the Purchasers hereunder. Each Custodian will permit, upon reasonable notice, at any time during reasonable business hours, the Agent or any Purchaser (or any representative thereof) to visit the offices and properties of such Custodian for the purpose of examining such arrangements and to discuss matters relating thereto with any of such Custodian’s officers, directors or employees having knowledge of such matters.

Specified Documents. (a) The Specified Documents relating to the Receivables shall be held on behalf of and in trust for the Agent and the Purchasers in the custody of a Person (a “Custodian”) designated to so act on behalf of the Purchasers under this Article II. As the initial Custodians, each of SIRVA Relo, Relo and Executive Relo and SIRVA Global is hereby designated as, and agrees to perform the duties and obligations of, a Custodian for the Specified Documents relating to Receivables originated by it. Each initial Custodian acknowledges that the Agent and each Purchaser have relied on the initial Custodians’ agreement to act as Custodians (and the agreement of any of the sub-custodians to so act) in making the decision to execute and deliver this Agreement and agrees that it will not voluntarily resign as Custodian. At any time after the occurrence of a Servicer Replacement Event, the Agent may designate a new Custodian to succeed any initial Custodian (or any successor Custodian). The Agent also may at any time (whether or not after the occurrence of a Servicer Replacement Event then exists) designate a Person that is not a SIRVA Entity or an Affiliate of any SIRVA Entity as an additional Custodian, which additional Custodian shall hold all Origination Home Deeds executed in blank, and the Seller and the Originators shall enter into a Bailment Agreement in form and substance satisfactory to the Agent with such additional Custodian and the Agent. The Agent may at any time remove or replace any sub-custodian. If replaced, each Custodian agrees it will turn over possession of the Specified Documents in its possession to the successor Custodian. (b) Not less than two Business Days prior to any proposed Purchase Date (or, in the case of the initial Purchase Date, on the initial Purchase Date), the Seller or its designee shall deliver or cause to be delivered (i) to the related Custodian, the Specified Documents with respect to each Receivable proposed to be added to the Net Receivables Balance hereunder, together with the related Document Schedule, and (ii) to the Agent, the Document Schedule (or other report specifying such information regarding Receivables being added to the Net Receivables Balance as the Agent requires)Schedule. Unless the Agent shall agree otherwise in writing, delivery to the related Custodian of the Specified Documents and the Documents Schedule shall be conditions precedent to any Purchase on such Purchase Date. If the Agent so agrees, the Seller shall cause any missing Specified Documents to be delivered to the related Custodian within the time reasonably required by the Agent (which time shall not exceed 10 days), and failure to do so shall cause the related Receivable to cease being an Eligible Receivable. The Seller and the Servicer shall ▇m▇▇▇ their files relating to the Receivables to note the interest of the Agent and the Purchasers therein. (c) Each Custodian shall maintain custody of the Specified Documents in trust for the benefit of the Agent and the Purchasers in a secure fire resistant facility in accordance with its customary standards for maintaining custody of the comparable documents, separate from other documents of the Originators and marked to note the interest of the Agent and the Purchasers hereunder. Each Custodian will permit, upon reasonable notice, at any time during reasonable business hours, the Agent or the any Purchaser (or any representative thereof) to visit the offices and properties of such Custodian for the purpose of examining such arrangements and to discuss matters relating thereto with any of such Custodian’s officers, directors or employees having knowledge of such matters.

Specified Documents. (a) The Specified Documents relating to the Receivables shall be held on behalf of and in trust for the Agent and the Purchasers in the custody of a Person (a the “Custodian”) designated to so act on behalf of the Purchasers under this Article II. As the initial CustodiansInitial Custodian, each of SIRVA Relo, Executive Relo and SIRVA Global Relocation LLC is hereby designated as, and agrees to perform the duties and obligations of, a Custodian for the Specified Documents relating to Receivables originated by itCustodian. Each initial The Initial Custodian acknowledges that the Agent and each Purchaser have relied on the initial Custodians’ Initial Custodian’s agreement to act as Custodians Custodian (and the agreement of any of the sub-custodians to so act) in making the decision to execute and deliver this Agreement and agrees that it will not voluntarily resign as Custodian. At any time after the occurrence of a Servicer Replacement Event, the Agent may designate a new Custodian to succeed any initial the Initial Custodian (or any successor Custodian). The Agent also may at any time (whether or not after the occurrence of a Servicer Replacement Event then exists) designate a Person that is not a SIRVA Entity or an Affiliate of any SIRVA Entity as an additional Custodian, which additional Custodian shall hold all Origination Home Deeds executed in blank, and the Seller and the Originators shall enter into a Bailment Agreement in form and substance satisfactory to the Agent with such additional Custodian and the Agent. The Agent may at any time remove or replace any sub-custodian. If replaced, each the Custodian agrees it will turn over possession of the Specified Documents in its possession to the successor Custodian. (b) Not less than two Business Days prior to any proposed Purchase Date (or, in the case of the initial Purchase Date, on the initial Purchase Date), the Seller or its designee shall deliver or cause to be delivered (i) to the related Custodian, the Specified Documents with respect to each Receivable proposed to be added to the Net Receivables Balance hereunder, together with the related Document Schedule, and (ii) to the Agent, the Document Schedule (or other report specifying such information regarding Receivables being added to the Net Receivables Balance as the Agent requires)Schedule. Unless the Agent shall agree otherwise in writing, delivery to the related Custodian of the Specified Documents and the Documents Schedule shall be conditions precedent to any Purchase on such Purchase Date. If the Agent so agrees, the Seller shall cause any missing Specified Documents to be delivered to the related Custodian within the time reasonably required by the Agent (which time shall not exceed 10 days)Agent, and failure to do so shall cause the related Receivable to cease being an Eligible Receivable. The Seller and the Servicer shall ▇▇▇▇ their files relating to the Receivables to note the interest of the Agent and the Purchasers therein. (c) Each The Custodian shall maintain custody of the Specified Documents in trust for the benefit of the Agent and the Purchasers in a secure fire resistant facility in accordance with its customary standards for maintaining custody of the comparable documents, separate from other documents of the Originators Originator and marked to note the interest of the Agent and the Purchasers hereunder. Each Custodian will permit, upon reasonable notice, at any time during reasonable business hours, the Agent or any Purchaser (or any representative thereof) to visit the offices and properties of such Custodian for the purpose of examining such arrangements and to discuss matters relating thereto with any of such Custodian’s officers, directors or employees having knowledge of such matters.