Common use of Custodianship; Transfer of Loans and Permitted Investments Clause in Contracts

Custodianship; Transfer of Loans and Permitted Investments. (a) The Trustee on behalf of the Secured Parties shall hold all Certificated Securities (whether Loans or Permitted Investments) at the office of the Trustee in Wisconsin and Instruments in physical form at the address specified in Schedule III hereto. Any successor Trustee shall be a state or national bank or trust company which is not an affiliate (as such term is defined in Rule 405 of the Securities Act) of the Borrower or of any Person involved in the organization or operation of the Borrower, which is a Qualified Institution and which meets the requirements of Section 8.10. (b) Each time that the Borrower (or the initial Servicer on behalf of the Borrower) shall direct or cause the acquisition of any Permitted Investment, the Borrower shall (or the initial Servicer on behalf of the Borrower), if such Permitted Investment has not already been transferred or credited to the Collection Account, cause the transfer of such Permitted Investment to the Collection Account Bank to be held in or to credit of the Collection Account for the benefit of the Trustee, for the benefit of the Secured Parties, in accordance with the terms of this Agreement. The security interest of the Trustee, for the benefit of the Secured Parties, in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of the Trustee, be released. The security interest of the Trustee, for the benefit of the Secured Parties, shall nevertheless come into existence and continue in the Permitted Investment so acquired, including all rights of the Borrower in and to any contracts related to and proceeds of such Permitted Investment. (c) The Borrower (or the initial Servicer on behalf of the Borrower) shall cause all Permitted Investments acquired by the Borrower to be transferred to the Collection Account Bank for credit to the appropriate Account, in each case for the benefit of the Trustee, for the benefit of the Secured Parties, and shall cause all Required Loan Files with respect to Loans acquired by the Borrower to be delivered to the Trustee, for the benefit of the Secured Parties, by one of the following means (and shall take any and all other actions necessary to create in favor of the Trustee, for the benefit of the Secured Parties, a valid, perfected, first priority security interest in each Loan and Permitted Investment granted to the Trustee, for the benefit of the Secured Parties, under laws and regulations (including without limitation Articles 8 and 9 of the UCC, as applicable) in effect at the time of such grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Trustee or in blank by an effective Indorsement or registered in the name of the Trustee and by (A) delivering such Instrument or Security Certificate to the Trustee at the address specified in Schedule III hereto and (B) causing the Trustee to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at the address specified in Schedule III hereto; (ii) in the case of an Uncertificated Security, by (A) causing the Trustee to become the registered owner of such Uncertificated Security and (B) cooperate in causing such registration to remain effective and not take any action to the contrary; (iii) in the case of any Security Entitlement, by causing the Trustee to become the Entitlement Holder of such Security Entitlement; (iv) in the case of general intangibles (including any loan not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, financing statements naming the Borrower as debtor and the Trustee, for the benefit of the Secured Parties, as secured party and describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State for the State of Delaware (in the case of Borrower).

Custodianship; Transfer of Loans and Permitted Investments. (a) The Trustee U.S. Bank on behalf of the Administrative Agent for the benefit of the Secured Parties shall hold all Certificated Securities (whether Loans or Permitted Investments) at the office of the Trustee in Wisconsin and Instruments in physical form at the address specified in Schedule III hereto. Any successor Trustee shall be a state or national bank or trust company which is not an affiliate (as such term is defined in Rule 405 of the Securities Act) of the Borrower or of any Person involved in the organization or operation of the Borrowerits offices at 1000 Xxxxx Xxx, which is a Qualified Institution and which meets the requirements of Section 8.10Xxxxxxxx, Xxxxx Xxxxxxxx 00000. (b) Each time that the Borrower (or the initial Servicer on behalf of the Borrower) shall direct or cause the acquisition of any Permitted Investment, the Borrower shall (or the initial Servicer on behalf of the Borrower), if such Permitted Investment has not already been transferred or credited in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collection Account, cause the transfer of such Permitted Investment in accordance with its Underlying Instruments (including obtaining any necessary consents) to the Collection Account Bank Administrative Agent to be held in or to credit of the Collection Account for the benefit of the Trustee, for the benefit of the Secured Parties, Parties in accordance with the terms of this Agreement. The security interest of the Trustee, for the benefit Administrative Agent on behalf of the Secured Parties, Parties in the funds or other property utilized in connection with such acquisition shall, immediately and without further action on the part of Administrative Agent on behalf of the TrusteeSecured Parties, be released. The security interest of the Trustee, for the benefit Administrative Agent on behalf of the Secured Parties, Parties shall nevertheless come into existence and continue in the Permitted Investment so acquired, including all rights of the Borrower in and to any contracts related to and proceeds of such Permitted Investment. (c) The Borrower (or the initial Servicer on behalf of the Borrower) shall cause all Permitted Investments acquired by the Borrower to be transferred to the Collection Account Bank for credit to the appropriate Account, in each case for the benefit of the Trustee, for the benefit of the Secured Parties, and shall cause all Required Loan Files with respect to Loans acquired by the Borrower to be delivered to the Trustee, for the benefit of the Secured Parties, by one of the following means (and shall take any and all other such actions as are necessary to create in favor of the Trustee, Administrative Agent for the benefit of the Secured Parties, Parties a valid, perfected, first priority security interest in each Loan and Permitted Investment granted Granted to the Trustee, Administrative Agent for the benefit of the Secured Parties, Parties under laws and regulations (including without limitation Articles 8 and 9 of the UCC, as applicable) in effect at the time of such grant): (i) in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it specially Indorsed to the Trustee or in blank by an effective Indorsement or registered in the name of the Trustee and by (A) delivering such Instrument or Security Certificate to the Trustee at the address specified in Schedule III hereto and (B) causing the Trustee to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at the address specified in Schedule III hereto; (ii) in the case of an Uncertificated Security, by (A) causing the Trustee to become the registered owner of such Uncertificated Security and (B) cooperate in causing such registration to remain effective and not take any action to the contrary; (iii) in the case of any Security Entitlement, by causing the Trustee to become the Entitlement Holder of such Security Entitlement; (iv) in the case of general intangibles (including any loan not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, financing statements naming the Borrower as debtor and the Trustee, for the benefit of the Secured Parties, as secured party and describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State for the State of Delaware (in the case of Borrower)Grant.