Obligations of the Custodian. (a) With respect to each Custodian's Mortgage File, the Custodian is exclusively the custodian for the Registered Holder from and after the related Delivery Date. The Custodian shall hold all documents constituting the Custodian's Mortgage File received by it for the exclusive use and benefit of the Registered Holder, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Registered Holder. The Custodian shall segregate and maintain continuous custody of all documents constituting the Custodian's Mortgage File received by it in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian represents and warrants that it will verify the receipt of required documents, the accuracy of certain information, and indicate discrepancies pursuant to the custody receipt requirements herein. The Custodian makes no representations or warranties as to, and shall not be responsible to, verify: (i) the validity, legality, enforceability, sufficiency, recordability, due authorization or genuineness of any of the documents contained in each Custodian's Mortgage File or any of the Mortgage Loans or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. No provision of this Agreement shall be construed to impose on the Custodian any obligation of a third party seller under this Agreement or a Purchase Agreement under any circumstances.
(b) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect a fidelity bond, errors and omissions insurance, theft and documents insurance and forgery insurance in amounts and with standard coverage as is customary for insurance typically maintained by institutions that act as custodians. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by the Government National Mortgage Association, Xxxxxx Mae or Xxxxxxx Mac either of the Custodian or in their respective Seller/Servicing Guides. A certificate of an authorized officer for the Custodian shall be furnished to the Registered Holder upon request as evidence of its compliance with any such requirement.
Obligations of the Custodian. With respect to the Mortgage Note, the Mortgage and the Assignment and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian, the Custodian is the custodian for the Trustee exclusively. The Custodian shall hold all mortgage documents received by it constituting the Custodial File for the exclusive use and benefit of the Trustee, and shall make disposition thereof only in accordance with this Agreement and the instructions furnished by the Trustee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodial File in secure and fire-resistant facilities in accordance with customary standards for such custody. The Custodian shall not be responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization or genuineness of any document in each Custodial File or of any of the Mortgage Loans or (ii) the collectability, insurability, effectiveness or suitability of any Mortgage Loan. The Custodian shall not execute any endorsements on the Mortgage Notes and Assignments of Mortgages without the prior written consent of the Trustee, except as otherwise set forth in Section 2 of this Agreement or as otherwise agreed to between the Trustee and the Custodian.
Obligations of the Custodian. (a) The Custodian shall segregate and maintain continuous custody (except as otherwise required by this Agreement) of the Receivable Files in the State of Minnesota in secure and fire resistant facilities in accordance with customary standards for such custody.
(b) With respect to the documents constituting each Receivable File, the Custodian shall, upon purchase of such related Receivable by the Borrower and Pledge of such Receivable by the Borrower to the Agent (A) act as the custodian for, and the bailee of the Borrower to perfect the ownership interest of the Borrower in the documents constituting such Receivable File, (B) act as the custodian for, and the bailee (for purposes of UCC Section 9-313) of, the Agent, for the benefit of the Lender to perfect the security interest of the Agent, for the benefit of the Lender, in the documents constituting such Receivable File, (C) hold all documents constituting such Receivable File received by it for the exclusive use and benefit of the Agent, for the benefit of the Lender, and (D) make dispositions thereof only in accordance with the terms of this Agreement or with written instructions furnished by the Agent.
(c) In the event that (i) the Agent, the Borrower, the Servicer or the Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Receivable File or a document included within a Receivable File or (ii) a third party shall institute any court proceeding by which any Receivable File or a document included within a Receivable File shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Custodian shall continue to hold and maintain all Receivable Files that are the subject of such proceedings pending a final order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Custodian shall dispose of such Receivable File or any document included within such Receivable File as directed by such determination or, if no such determination is made, in accordance with the provisions of this Agreement. Expenses of the Custodian incurred as a result of such proceedings shall be borne by the Borrower.
Obligations of the Custodian. (a) The Custodian shall maintain continuous custody of all Contract Files and other items related thereto delivered to the Custodian in accordance with the terms hereof in secure facilities in accordance with customary standards for such custody and shall reflect in its records the security interest of the Secured Parties therein. Each Contract File which comes into the possession of the Custodian shall be maintained in fire-resistant vaults or cabinets at the office of the Custodian. Each Contract File shall be marked with an appropriate identifying label and maintained in such manner so as to permit retrieval and access by the Custodian and the Administrative Agent. The Custodian shall segregate the Contract Files in its inventory system and will not commingle the Contract Files with any other files of the Custodian held for any other Person.
(b) With respect to the Contract Files delivered to the Custodian in accordance with the terms hereof, the Custodian shall (i) act exclusively as the bailee for hire and agent of, and the Custodian for, the Administrative Agent, on behalf of the Secured Parties (ii) hold all Contract Files received by it for the exclusive use and benefit of the Administrative Agent and the Secured Parties and (iii) make disposition thereof only in accordance with the terms of this Agreement or with written instructions furnished by the Administrative Agent; provided, however, that in the event of a conflict between the terms of this Agreement and the written instructions of the Administrative Agent, the Administrative Agent’s written instructions shall control.
(c) Prior to the release of the security interest of the Administrative Agent, on behalf of the Secured Parties, and the termination of this Agreement, the Custodian shall accept only written instructions of a Responsible Officer of the Administrative Agent concerning the use, handling and disposition of the Contract Files. For purposes of this Agreement, the term “Responsible Officer” shall mean the president, any vice president or assistant vice president of the Administrative Agent, or any other officer or employee having similar functions.
Obligations of the Custodian. With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian, the Custodian is the custodian for the Owner exclusively. The Custodian shall hold all mortgage documents received by it constituting the Custodial File for the exclusive use and benefit of the Owner or its designee, and shall make disposition thereof only in accordance with the Agreement and the instructions furnished by the Owner or its designee. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodial File in secure and fireproof facilities in accordance with customary standards for such custody.
Obligations of the Custodian. The Custodian shall hold all Additional Collateral for the use and benefit of Norwest Bank and the Certificateholders, and shall make disposition thereof in accordance with this Agreement and the instructions furnished by Norwest Bank. The Custodian shall segregate and maintain continuous custody of all Additional Collateral in accordance with customary standards for such custody.
Obligations of the Custodian. (a) With respect to the Mortgage Files delivered to the Custodian or which come into the possession of the Custodian, following the related transfer pursuant to Section 2(b) above until the interests of the Buyer have been released pursuant to this Agreement, the Custodian is the custodian for the Buyer, exclusively. The Custodian shall, following the related transfer pursuant to Section 2(b) above until the interests of the Buyer have been released pursuant to this Agreement, hold all documents received by it for the exclusive use and benefit of the Buyer and shall make disposition thereof only in accordance with this Agreement and the Written Instructions furnished by the Buyer. The Custodian shall segregate and maintain continuous custody of the Mortgage Files in secure and fire-resistant facilities in accordance with customary standards for such custody.
(b) The Custodian shall promptly notify the Buyer if (i) any Seller fails to pay any amount due to the Custodian under this Agreement or (ii) a Responsible Officer of the Custodian has actual knowledge that any Mortgage, pledge, lien, security interest or other charge or encumbrance has been placed on the Mortgage Files.
Obligations of the Custodian. The Custodian hereby confirms that (i) with respect to Investment Files delivered to it on or before the date hereof, it has reviewed the List of Portfolio Investments therewith, and with respect to any subsequently delivered Investment Files, it will review the List of Portfolio Investments delivered therewith, (ii) with respect to Investment Files delivered to it on or before the date hereof, it holds such Investment Files corresponding to each Portfolio Investment listed on the List of Portfolio Investments to which it relates and, with respect to any subsequently delivered Investment Files, it will hold such Investment Files corresponding to each Portfolio Investment listed on the List of Portfolio Investments to which it relates and (iii) for each Portfolio Investment, each Investment File contains each of the documents listed on Schedule A to the Comfort Letter relating to such Portfolio Investment (excluding the items listed on the schedule of exceptions attached to the related Trust Receipt) and if Schedule A to the Comfort Letter indicates that a document is an original, the Custodian confirms that it has received such original document (except as indicated on the schedule of exceptions attached to the related Trust Receipt). The Custodian shall create a separate account in the name of the Borrower in which all assets, including the Portfolio Investments and any Investment Files, shall be held, subject to the security interests of the Agent pursuant to the Collateral Documents. The Custodian shall dispose of or release such assets only upon the receipt of proper instruction from the Authorized Persons of the Borrower or as otherwise specifically set forth in this Agreement. The Custodian hereby acknowledges that, (A) to secure its obligations under the Credit Agreement, the Borrower has granted a security interest to the Agent in its Portfolio Investments and related assets with respect to the Obligations (as defined in the Credit Agreement) including, without limitation, each document listed on the schedule to each Trust Receipt and (B) (i) it has in its physical possession the related Investment File with respect to each Portfolio Investment listed on the schedule to each Trust Receipt (excluding the items listed on the schedule of exceptions attached to the related Trust Receipt, if any) (the “Property”), (ii) it will hold the Property as bailee for and on behalf of the Agent for purposes of perfecting the interests of the Agent therein, for th...
Obligations of the Custodian. The Custodian shall hold all Additional Collateral for the use and benefit of the Purchaser, and shall make disposition thereof in accordance with this Agreement and the instructions furnished by the Purchaser. The Custodian shall segregate and maintain continuous custody of all Additional Collateral in accordance with customary standards for such custody.
Obligations of the Custodian. (a) The Custodian shall maintain the items constituting the physical Custodian Files at its address set forth in Section 20 hereof or, subject to the prior written consent of the Borrowers prior to receipt by the Custodian of a Notice of Exclusive Control and of the Agent (acting at the written direction of the Majority Lenders) after receipt by the Custodian of a Notice of Exclusive Control, at such other office as shall from time to time be identified to such party, and the Custodian will hold the items constituting the physical Custodian Files in such office, clearly segregated on its inventory system from any other instruments and files on its records. The Custodian shall segregate on its inventory system and maintain continuous custody of all items constituting the physical Custodian Files in secure and fire-resistant facilities and otherwise in accordance with its customary standards with respect to similar assets and the Custodian shall segregate on its inventory system and maintain continuous custody of all items constituting the digital backups for the electronic Custodian Files in accordance with its customary standards with respect to similar assets. The Custodian shall hold the Custodian Files segregated from all other custodian files held by the Custodian and maintain such accurate and complete accounts, records and computer systems pertaining to each Custodian File as will enable the Borrowers to comply with the terms and conditions of the Transaction Documents. Each document shall be identified on the books and records of the Custodian in a manner that (i) is consistent with the customary practices of the Custodian with respect to similar assets, (ii) indicates that the document is held by the Custodian on behalf of the Borrowers, and (iii) is otherwise necessary to comply with the terms of this Custodial Agreement. The Custodian shall promptly report to the Borrower and the Agent any failure on its part to hold the Custodian Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure.
(b) With respect to the documents constituting each Custodian File that are delivered to the Custodian, the Custodian shall make disposition thereof only in accordance with the terms of this Custodial Agreement or with the instructions of the Borrowers prior receipt of a Notice of Exclusive Control and with the instructions of the Agent (acting at the direction of the Majority...
