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 document custodian (the “Custodian”) that is a Qualified Custodian and approved by the Initial Member, and such Custodian shall at all times have custody and possession of the Notes and other Custodial Documents. The Manager shall also cause the Company to retain and enter into and, at all times, be a party to written paying agency agreement with a paying agent selected by the Company (the “Paying Agent”), which Paying Agent shall receive and distribute Loan Proceeds in accordance with the applicable Custodial and Paying Agency Agreement. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.5 below, the Custodian and the Paying Agent shall be the same; and the custodial and paying agency functions shall be performed on the terms set forth in a Custodial and Paying Agency Agreement that is acceptable to the Initial Member. At no time shall the Company have more than one Custodian or one Paying Agent. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent shall be terminable by the Company upon no more than thirty (30) days notice provided by either, without cause under the Custodial and Paying Agency Agreement. In the event that the Manager removes, or causes the Company (or any Servicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which shall 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 shall be the personal liability of the Manager (who, along with the relevant Servicer(s), shall be responsible for safeguarding such Notes and Custodial Documents), and (ii) such Notes shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification or restructuring of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith shall be returned to the Custodian as soon as possible following the completion of the restructuring or modification (and, in any event, in accordance with clause (ii) of...
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. 61 Section 14.1 Reliance of Custodian and Paying Agent 61
Custodian and Paying Agent
