Collateral Custodial Agreement Sample Clauses

Collateral Custodial Agreement. Carlyle and Holding will, simultaneously with entering into this Agreement, enter into the Collateral Custodial Agreement pursuant to which, among other things, the Bank will, to perfect the security interests granted under this Article 5, agree to hold the Holding Company Securities and the Carlyle Company Securities as Collateral Agent for each of Holding and Carlyle, respectively, as their interests may appear, and such Holding Company Securities and Carlyle Company Securities will, upon issuance, be delivered to the Bank, along with stock powers executed in blank with respect thereto by Holding and Carlyle. The fees and expenses of the Bank under the Collateral Custodial Agreement will be paid one-half by Holding and one-half by Carlyle.
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Related to Collateral Custodial Agreement

  • Collateral Custodian Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent or its designee may at any time and from time to time employ and maintain on the premises of any Loan Party a custodian selected by the Collateral Agent or its designee who shall have full authority to do all acts necessary to protect the Agents’ and the Lenders’ interests. Each Loan Party hereby agrees to, and to cause its Subsidiaries to, cooperate with any such custodian and to do whatever the Collateral Agent or its designee may reasonably request to preserve the Collateral. All costs and expenses incurred by the Collateral Agent or its designee by reason of the employment of the custodian shall be the responsibility of the Borrowers and charged to the Loan Account.

  • Custodial Agreement 23 Custodian....................................................................23

  • 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.

  • Initial Collateral Custodian The role of Collateral Custodian with respect to the Required Loan Documents shall be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 13.01. Each of the Borrower, the Administrative Agent and the Lender Agent hereby designate and appoint the Collateral Custodian to act as its agent and hereby authorizes the Collateral Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly granted to the Collateral Custodian by this Agreement. The Collateral Custodian hereby accepts such agency appointment to act as Collateral Custodian pursuant to the terms of this Agreement, until its resignation or removal as Collateral Custodian pursuant to the terms hereof.

  • of the Custodial Agreement The Trust hereby acknowledges and agrees to the terms of the Custodial Agreement.

  • Collateral Custodian Compensation As compensation for its Collateral Custodian activities hereunder, the Collateral Custodian shall be entitled to the Collateral Custodian Fees from the Borrower as set forth in the Backup Servicer and Collateral Custodian Fee Letter, payable pursuant to the extent of funds available therefor pursuant to the provisions of Section 2.04. The Collateral Custodian’s entitlement to receive the Collateral Custodian Fees shall cease on the earlier to occur of: (i) its removal as Collateral Custodian pursuant to Section 13.05, (ii) its resignation as Collateral Custodian pursuant to Section 13.07 of this Agreement or (iii) the termination of this Agreement.

  • Collateral Custodian Removal The Collateral Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral Custodian (the “Collateral Custodian Termination Notice”); provided that, notwithstanding its receipt of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until a successor Collateral Custodian has been appointed and has agreed to act as Collateral Custodian hereunder.

  • Duties of Collateral Custodian (a) The Collateral Custodian shall take and retain custody of the Contract Files delivered or cause to be delivered by the Trust Depositor or the Seller, as the case may be, in accordance with the terms and conditions of this Agreement, all for the benefit of the Trust, the Owner Trustee and the Indenture Trustee. Within five Business Days of its receipt of any Contract File, the Collateral Custodian shall review the related Contract to verify that such Contract has been executed and has no missing or mutilated pages and to confirm (in reliance on the related contract number and Obligor's name) that such Contract is referenced on the related List of Contracts and to confirm that the Contract File contains the original certificate of title or other title document with respect to the related Financed Item (if applicable). In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Contract Files hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file, in EXCEL or a comparable format, that contains the related List of Contracts or which otherwise contains the Contract number and the name of the Obligor with respect to each related Contract. If, at the conclusion of such review, the Collateral Custodian shall determine that such Contract is not executed or in proper form on its face, has missing or mutilated pages, or that it is not referenced on such List of Contracts, or that such title document is not contained in the Contract File, the Collateral Custodian shall promptly notify the Servicer, the Seller, the Trust Depositor, the Owner Trustee and the Indenture Trustee of such determination by providing a written report to such Persons setting forth, with particularity, the lack of execution of such Contract, that such Contract has missing or mutilated pages, or the fact that such Contract was not referenced on the related List of Contracts or such title documents were missing. In addition, unless instructed otherwise by the Trust Depositor, the Owner Trustee or Indenture Trustee within 10 days of the Collateral Custodian's delivery of such report, the Collateral Custodian shall return any Contract not referenced on such List of Contracts to the Trust Depositor. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Contract File.

  • Sub-Servicing Agreements (a) Each of the applicable Master Servicer and the applicable Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder, provided that (A) in each case, the Sub-Servicing Agreement (as it may be amended or modified from time to time): (i) insofar as it affects the Trust, is consistent with this Agreement in all material respects; (ii) expressly or effectively provides that if the applicable Master Servicer or applicable Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), any successor to the applicable Master Servicer or the applicable Special Servicer, as the case may be, hereunder (including the Trustee if the Trustee has become such successor pursuant to Section 7.02) may thereupon either assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the applicable Master Servicer or applicable Special Servicer, as the case may be, under such agreement or, other than in the case of any Designated Sub-Servicing Agreement, terminate such rights and obligations without payment of any fee; (iii) prohibits the Sub-Servicer (other than a Designated Sub-Servicer) from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the applicable Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the applicable Master Servicer would be prohibited from taking hereunder; (iv) if it is entered into by the applicable Master Servicer, does not purport to delegate or effectively delegate to the related Sub-Servicer any of the rights or obligations of the applicable Special Servicer with respect to any Specially Serviced Mortgage Loan or otherwise; (v) provides that the Trustee, for the benefit of the Certificateholders (and, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, also for the benefit of the related Serviced Pari Passu Companion Loan Holder(s)), shall be a third party beneficiary under such agreement, but that (except to the extent the Trustee or its designee assumes the obligations of the applicable Master Servicer or applicable Special Servicer, as the case may be, thereunder as contemplated by the immediately preceding clause (ii)) none of the Trustee, any successor to the applicable Master Servicer or applicable Special Servicer, as the case may be, or any Certificateholder (or, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)) shall have any duties under such agreement or any liabilities arising therefrom except as explicitly permitted by subsection (k) of this Section 3.22 or otherwise herein; (vi) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Mortgage Loan without cause and without payment of any termination fee; (vii) does not permit the subject Sub-Servicer any rights of indemnification out of the Trust Fund except through the applicable Master Servicer or applicable Special Servicer, as the case may be, pursuant to Section 6.03; (viii) does not impose any liability or indemnification obligation whatsoever on the Trustee or the Certificateholders with respect to anything contained therein; (ix) provides that, following receipt of the applicable Mortgage Loan Purchase Agreement, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the applicable Master Servicer or the applicable Special Servicer, as applicable, in writing within five (5) Business Days after such Sub-Servicer discovers (without implying that the Sub-Servicer has a duty to make or attempt to make such discovery) a Document Defect or discovers (without implying that the Sub-Servicer has a duty to make or attempt to make such discovery) or receives notice of a Breach or receives a Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, in each case with respect to a Mortgage Loan being sub-serviced by such Sub-Servicer; and (x) if the subject Sub-Servicer is a Servicing Function Participant or an Additional Servicer, provides that (y) the failure of such Sub-Servicer to comply with any of the requirements under Article XI of this Agreement applicable to such Sub-Servicer, including the failure to deliver any reports, certificates or disclosure information under the Exchange Act or under the rules and regulations promulgated under the Exchange Act, at the time such report, certification or information is required under Article XI and (z) the failure of such Sub-Servicer (other than with respect to Prudential Asset Resources, Inc. as the Primary Servicer under the Primary Servicing Agreement) to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other series of certificates for which the Depositor or an Affiliate is the depositor shall constitute an event of default or servicer termination event on the part of such Sub-Servicer upon the occurrence of which the applicable Master Servicer or the applicable Special Servicer, as the case may be, and the Depositor shall be entitled to immediately terminate the related Sub-Servicer, which termination shall be deemed for cause; and (B) at the time the Sub-Servicing Agreement is entered into, the subject Sub-Servicer (other than a Designated Sub-Servicer in connection with a Sub-Servicing Agreement executed as of the Closing Date) is not a Prohibited Party unless (in the case of this clause (B)) the appointment of such Person as a Sub-Servicer has been expressly approved by the Depositor acting in its reasonable discretion.

  • Servicing Obligations (a) Seller shall pay, perform and discharge all liabilities and obligations relating to the Servicing, including all liabilities and obligations under the Mortgage Loan Documents, Applicable Law and the Servicing Agreements; and shall pay, perform and discharge all the rights, obligations and duties with respect to the Related Escrow Accounts as required by the Servicing Agreements, the Mortgage Loan Documents, all Applicable Law and, with respect to any Mortgage Loans owned by an Agency, such Agency.

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