Common use of Collateral Custodian Clause in Contracts

Collateral Custodian. (a) Without limiting the Agents' or the Lenders' rights with respect to the Collateral, the Collateral Agent has implemented an arrangement, on terms and pursuant to written agreements in form and substance satisfactory to the Collateral Agent, pursuant to which a third party collateral custodian or agent, acceptable to the Collateral Agent (together with any substitute or supplemental collateral custodian or agent, the "Rolling Stock Collateral Custodian") has been engaged, at the expense of the Borrowers, to hold physical possession of original certificates of title or ownership, vehicle registrations and other similar instruments and documents with respect to the Rolling Stock included in the Collateral, upon which certificates of title or ownership the Collateral Agent's Liens shall be noted, and pursuant to which arrangements, on terms and conditions satisfactory to the Collateral Agent, the Rolling Stock Collateral Custodian will, among other things, monitor and render reports to the Agents regarding the acquisition and disposition of such Rolling Stock by the Loan Parties as permitted by this Agreement, and receive and maintain documentation evidencing compliance with vehicle titling and registration requirements under applicable law (including, without limitation, all Motor Vehicle Law), and will assist and cooperate with the Collateral Agent in making the necessary arrangements for such Liens and any releases thereof with respect to the dispositions of Rolling Stock permitted under this Agreement. (b) Upon the occurrence and during the continuance of any Default or Event of Default, the Collateral Agent 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 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 may reasonably request to preserve the Collateral. All costs and expenses incurred by the Collateral Agent by reason of the employment of the custodian shall be the responsibility of the Borrowers and charged to the Loan Account.

Collateral Custodian. Alter Domus (US) LLC (the “Resigning Collateral Custodian”) hereby covenants and agrees with the Successor Collateral Custodian and the other parties hereto that: (a) Without limiting the Agents' or Resigning Collateral Custodian shall promptly but no later than five (5) Business Days from the Lenders' rights with respect date of this Amendment transfer to the CollateralSuccessor Collateral Custodian, all of the Custody Documents being administered by the Collateral Agent has implemented an arrangement, on terms and pursuant to written agreements in form and substance satisfactory to Custodian under the Collateral Agent, pursuant to which a third party collateral custodian or agent, acceptable to the Collateral Agent (together with any substitute or supplemental collateral custodian or agent, the "Rolling Stock Collateral Custodian") has been engaged, at the expense of the Borrowers, to hold physical possession of original certificates of title or ownership, vehicle registrations and other similar instruments and documents with respect to the Rolling Stock included in the Collateral, upon which certificates of title or ownership the Collateral Agent's Liens shall be noted, and pursuant to which arrangements, on terms and conditions satisfactory to the Collateral Agent, the Rolling Stock Collateral Custodian will, among other things, monitor and render reports to the Agents regarding the acquisition and disposition of such Rolling Stock by the Loan Parties as permitted by this Credit Agreement, and receive and maintain documentation evidencing compliance with vehicle titling and registration requirements under applicable law (including, without limitation, all Motor Vehicle Law), and will assist and cooperate with the Collateral Agent in making the necessary arrangements for such Liens and any releases thereof with respect to the dispositions of Rolling Stock permitted under this Agreement.; (b) Upon at the occurrence Borrower’s expense and during the continuance written direction of any Default or Event of Defaultthe Administrative Agent, the Resigning Collateral Agent Custodian shall execute and deliver such further instruments provided to it and shall do such other things as the Successor Collateral Custodian may at any time reasonably require so as to more fully and from time certainly vest and confirm in the Successor Collateral Custodian all of the rights and powers hereby assigned, transferred and delivered to time employ and maintain on the premises Successor Collateral Custodian; and (c) upon the delivery of any Loan Party a custodian selected by all Custody Documents to the Successor Collateral Agent who Custodian in accordance with the terms herein, Alter Domus (US) LLC shall have full authority no further rights, duties or obligations under the Agreement or any other Transaction Document, other than such rights, protections, immunities and indemnities granted to do all acts necessary to protect Alter Domus (US) LLC as Collateral Custodian under the Agents' Credit Agreement 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 other Transaction Documents that explicitly survive the resignation of Alter Domus (US) LLC as Collateral Agent may reasonably request to preserve Custodian under the Collateral. All costs and expenses incurred by Credit Agreement or the Collateral Agent by reason of the employment of the custodian shall be the responsibility of the Borrowers and charged to the Loan Accountother Transaction Documents.

Collateral Custodian. The original counterpart of the -------------------- Leases pledged by the Borrower hereunder that constitutes chattel paper shall at all times be held by the Person (athe "Collateral Custodian") Without limiting so designated from -------------------- time to time in accordance with this Section 6.10. Until the Agents' Agent gives notice ------------ to the Borrower of the designation of a new Collateral Custodian, the Originator (in its capacity as Servicer) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collateral Custodian pursuant to the terms hereof. The Agent may at any time, upon ten Business Days prior written notice, designate as Collateral Custodian either the Servicer (if not already the Collateral Custodian), any Affiliate of CNAI or any other Person to succeed the Lenders' rights Originator or any successor Collateral Custodian, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collateral Custodian pursuant to the terms hereof. Upon taking possession of the original counterpart of any Lease, the Collateral Custodian hereby agrees (i) to maintain possession of such original counterparts in trust for the Securitization Lender, (ii) to exercise the same degree of care with respect to the Collateralpossession of such Leases as it would if such Leases were its own property, and (iii) to return the original counterpart of such Lease to the Borrower within two Business Days of the Borrower's request therefor to the extent the Borrower requires such original copy to conduct further business with, or take enforcement action against, the Obligor of such Lease. Upon the appointment of a successor Collateral Custodian, the Collateral Agent has implemented an arrangement, on terms Custodian being replaced shall make all Leases and pursuant to written agreements in form and substance satisfactory related documents available to the successor Collateral Agent, pursuant to which Custodian at a third party collateral custodian or agent, acceptable to the Collateral Agent (together with any substitute or supplemental collateral custodian or agent, the "Rolling Stock place selected by such successor Collateral Custodian") has been engaged, at the expense of the Borrowers, to hold physical possession of original certificates of title or ownership, vehicle registrations and other similar instruments and documents with respect to the Rolling Stock included in the Collateral, upon which certificates of title or ownership the Collateral Agent's Liens shall be noted, and pursuant to which arrangements, on terms and conditions satisfactory to the Collateral Agent, the Rolling Stock Collateral Custodian will, among other things, monitor and render reports to the Agents regarding the acquisition and disposition of such Rolling Stock by the Loan Parties as permitted by this Agreement, and receive and maintain documentation evidencing compliance with vehicle titling and registration requirements under applicable law (including, without limitation, all Motor Vehicle Law), and will assist and cooperate with the Collateral Agent in making the necessary arrangements for such Liens and any releases thereof with respect to the dispositions of Rolling Stock permitted under this Agreement. (b) Upon the occurrence and during the continuance of any Default or Event of Default, the Collateral Agent 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 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 may reasonably request to preserve the Collateral. All costs and expenses incurred by the Collateral Agent by reason of the employment of the custodian shall be the responsibility of the Borrowers and charged to the Loan Account.

Collateral Custodian. All original counterpart copies -------------------- of the Leases in respect of the Purchased Assets shall at all times prior to the Collection Date be held by the Person (athe "Collateral Custodian") Without limiting so designated -------------------- from time to time in accordance with this Section 6.07 (provided, however, that ------------ -------- ------- in the Agents' case of Leases styled as "master leases" or similar documents, the Collateral Custodian shall at all times prior to the Collection Date only be required to hold the original counterpart copies of all appropriate schedules to such master leases). Until the Deal Agent gives notice to the Seller of the designation of a new Collateral Custodian, the Originator (in its capacity as Servicer) is hereby designated as, and hereby agrees to perform the duties and obligations of, the Collateral Custodian pursuant to the terms hereof. In the event, as a result of an audit or otherwise, the Deal Agent reasonably believes that the performance and practices of the Collateral Custodian threaten in any manner the perfection or priority of the Purchaser's interest in the Purchased Interests or the Lenders' rights Equipment Collateral, the Deal Agent may, upon two Business Days prior written notice, designate as Collateral Custodian either the Servicer (if not already the Collateral Custodian) or the Deal Agent or any Affiliate of FNBB and, following the occurrence of a Servicer Default or an Event of Termination, any other Person to succeed the Originator or any successor Collateral Custodian, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Collateral Custodian pursuant to the terms hereof. Upon taking possession of the original copy of a Lease, the Collateral Custodian hereby agrees (i) to maintain possession of such original copies in trust for the Purchaser and the Deal Agent, (ii) to exercise the same degree of care with respect to the Collateralpossession of such Leases as it would if such Leases were its own property, and (iii) to return the original copy of such Lease to the Seller within two Business Days of the Seller's request therefor to the extent the Seller requires such original copy to conduct further business with, or take enforcement action against, the Obligor of such Lease. Upon the appointment of a successor Collateral Custodian, the Collateral Agent has implemented an arrangement, on terms Custodian being replaced shall make all Leases and pursuant to written agreements in form and substance satisfactory related documents available to the successor Collateral Agent, pursuant to which Custodian at a third party collateral custodian or agent, acceptable to the Collateral Agent (together with any substitute or supplemental collateral custodian or agent, the "Rolling Stock place selected by such successor Collateral Custodian") has been engaged, at the expense of the Borrowers, to hold physical possession of original certificates of title or ownership, vehicle registrations and other similar instruments and documents with respect to the Rolling Stock included in the Collateral, upon which certificates of title or ownership the Collateral Agent's Liens shall be noted, and pursuant to which arrangements, on terms and conditions satisfactory to the Collateral Agent, the Rolling Stock Collateral Custodian will, among other things, monitor and render reports to the Agents regarding the acquisition and disposition of such Rolling Stock by the Loan Parties as permitted by this Agreement, and receive and maintain documentation evidencing compliance with vehicle titling and registration requirements under applicable law (including, without limitation, all Motor Vehicle Law), and will assist and cooperate with the Collateral Agent in making the necessary arrangements for such Liens and any releases thereof with respect to the dispositions of Rolling Stock permitted under this Agreement. (b) Upon the occurrence and during the continuance of any Default or Event of Default, the Collateral Agent 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 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 may reasonably request to preserve the Collateral. All costs and expenses incurred by the Collateral Agent by reason of the employment of the custodian shall be the responsibility of the Borrowers and charged to the Loan Account.