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 wit...
Custodian and Paying Agent. The Manager shall cause the Company to retain and enter into and, at all times, be a party to written custodial agreement with a Custodian, and such Custodian shall at all times have custody and possession of the Notes and other Custodial
Custodian and Paying Agent. 25 Section 14.1 Reliance of Custodian and Paying Agent ..................................................25
Custodian and Paying Agent
