Common use of Perfection of Transfer and Protection of Security Interests Clause in Contracts

Perfection of Transfer and Protection of Security Interests. SECTION 4.01 Custody of Contract Files and Land-and-Home Contract Files. ---------------------------------------------------------- a. Subject to the terms and conditions of this Section the Trustee appoints the Custodian to maintain custody of the Contract Files and the Land- and-Home Contract Files for the benefit of the Certificateholders and the Trustee. In the event that the Trustee is no longer acting as Custodian of the Contract Files or the Land-and-Home Contract Files, upon execution and delivery of an agreement between the Trustee and the Person assuming the duties of the Trustee hereunder as Custodian with respect to such Files, the replacement Custodian shall concurrently execute an acknowledgment of receipt of such Files substantially in the form of Exhibits H-1 and H-2 hereto. b. The Custodian shall agree to maintain the Contract Files and Land-and- Home Contract Files at its office where they are currently maintained, or at such other offices of the Custodian in the State of Minnesota as shall from time to time be identified to the Trustee by written notice. The Custodian may temporarily move individual Contract Files and Land-and-Home Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. c. The Custodian shall have and perform the following powers and duties: (i) hold the Contract Files and Land-and-Home Contract Files on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof, conduct annual physical inspections of Contract Files and Land-and-Home Contract Files held by it under this Agreement and certify to the Trustee annually that it continues to maintain possession of such Contract Files and Land- and-Home Contract Files; (ii) implement policies and procedures, in writing and signed by an Authorized Officer, with respect to persons authorized to have access to the Contract Files and Land-and-Home Contract Files on the Custodian's premises and the receipting for Contract Files and Land-and-Home Contract Files taken from their storage area by an employee of the Custodian for purposes of servicing or any other purposes; and (iii) attend to all details in connection with maintaining custody of the Contract Files and Land-and-Home Contract Files on behalf of the Certificateholders and the Trustee. d. In performing its duties under this Section, the Custodian agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts owned and/or serviced by it. The Custodian shall promptly report to the Trustee any failure by it to hold the Contract Files or Land-and-Home Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files and Land-and-Home Contract Files, the Custodian shall agree further not to assert any beneficial ownership interests in the Contracts or the Contract Files or Land-and-Home Contract Files. The Custodian shall agree to indemnify the Certificateholders and the Trustee for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever which may be imposed on, incurred or asserted against the Certificateholders and the Trustee as the result of any act or omission by the Custodian relating to the maintenance and custody of the Contract Files or Land-and-Home Contract Files; provided, however, that the Custodian will not be liable for any portion of any such amount resulting from the negligence or willful misconduct of any Certificateholder, the Trustee or the Servicer.

Perfection of Transfer and Protection of Security Interests. SECTION 4.01 Custody of Contract Files and Land-and-Home Contract ---------------------------------------------------- Files. --------------------------------------------------------------- a. (a) Subject to the terms and conditions of this Section the Trustee appoints the Custodian to maintain custody of the Contract Files and the Land- Land-and-Home Contract Files for the benefit of the Certificateholders and the Trustee. In the event that the Trustee is no longer acting as Custodian of the Contract Files or the Land-and-Home Contract Files, upon execution and delivery of an agreement between the Trustee and the Person assuming the duties of the Trustee hereunder as Custodian with respect to such Files, the replacement Custodian shall concurrently execute an acknowledgment of receipt of such Files substantially in the form of Exhibits H-1 and H-2 Exhibit H hereto. b. (b) The Custodian shall agree to maintain the Contract Files and Land-and- and-Home Contract Files at its office where they are currently maintained, or at such other offices of the Custodian in the State of Minnesota as shall from time to time be identified to the Trustee by written notice. The Custodian may temporarily move individual Contract Files and Land-and-Home Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. c. (c) The Custodian shall have and perform the following powers and duties: (i) hold the Contract Files and Land-and-Home Contract Files on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof, conduct annual physical inspections of Contract Files and Land-and-Home Contract Files held by it under this Agreement and certify to the Trustee annually that it continues to maintain possession of such Contract Files and Land- Land-and-Home Contract Files; (ii) implement policies and procedures, in writing and signed by an Authorized Officer, with respect to persons authorized to have access to the Contract Files and Land-and-Home Contract Files on the Custodian's premises and the receipting for Contract Files and Land-and-Home Contract Files taken from their storage area by an employee of the Custodian for purposes of servicing or any other purposes; and (iii) attend to all details in connection with maintaining custody of the Contract Files and Land-and-Home Contract Files on behalf of the Certificateholders and the Trustee. d. (d) In performing its duties under this Section, the Custodian agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts owned and/or serviced by it. The Custodian shall promptly report to the Trustee any failure by it to hold the Contract Files or Land-and-Home Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files and Land-and-Home Contract Files, the Custodian shall agree further not to assert any beneficial ownership interests in the Contracts or the Contract Files or Land-and-Home Contract Files. The Custodian shall agree to indemnify the Certificateholders and the Trustee for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever which may be imposed on, incurred or asserted against the Certificateholders and the Trustee as the result of any act or omission by the Custodian relating to the maintenance and custody of the Contract Files or Land-and-Home Contract Files; provided, however, that the Custodian will not be liable for any portion of any such amount resulting from the negligence or willful misconduct of any Certificateholder, the Trustee or the Servicer.

Perfection of Transfer and Protection of Security Interests. SECTION 4.01 Custody of Contract Files and Land-and-Home Contract Files. ----------------------------------------------------------. a. (a) Subject to the terms and conditions of this Section the Trustee appoints the shall act as Custodian to maintain custody of the Contract Files and the Land- Land-and-Home Contract Files for the benefit of the Certificateholders and the TrusteeCertificateholders. In the event that the Trustee is no longer acting as Custodian of the Contract Files or the Land-and-Home Contract Files, upon execution and delivery of an agreement between the Trustee and the Person assuming the duties of the Trustee hereunder as Custodian with respect to such Files, the replacement Custodian shall concurrently execute an acknowledgment of receipt of such Files substantially in the form of Exhibits H-1 and H-2 Exhibit H hereto. b. (b) The Custodian shall agree to maintain the Contract Files and Land-and- and-Home Contract Files at its office where they are currently maintained, or at such other offices of the Custodian in the State of Minnesota as shall from time to time be identified to the Trustee by written notice. The Custodian may temporarily move individual Contract Files and Land-and-Home Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. c. (c) The Custodian shall have and perform the following powers and duties: (i) hold the Contract Files and Land-and-Home Contract Files on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof, conduct annual physical inspections of Contract Files and Land-and-Home Contract Files held by it under this Agreement and certify to the Trustee annually that it continues to maintain possession of such Contract Files and Land- Land-and-Home Contract Files; (ii) implement policies and procedures, in writing and signed by an Authorized Officer, with respect to persons authorized to have access to the Contract Files and Land-and-Home Contract Files on the Custodian's premises and the receipting for Contract Files and Land-and-Home Contract Files taken from their storage area by an employee of the Custodian for purposes of servicing or any other purposes; and (iii) attend to all details in connection with maintaining custody of the Contract Files and Land-and-Home Contract Files on behalf of the Certificateholders and the Trustee. d. (d) In performing its duties under this Section, the Custodian agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts owned and/or serviced by it. The Custodian shall promptly report to the Trustee any failure by it to hold the Contract Files or Land-and-Home Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files and Land-and-Home Contract Files, the Custodian shall agree further not to assert any beneficial ownership interests in the Contracts or the Contract Files or Land-and-Home Contract Files. The Custodian shall agree to indemnify the Certificateholders and the Trustee for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever which may be imposed on, incurred or asserted against the Certificateholders and the Trustee as the result of any act or omission by the Custodian relating to the maintenance and custody of the Contract Files or Land-and-Home Contract Files; provided, however, that the Custodian will not be liable for any portion of any such amount resulting from the negligence or willful misconduct of any Certificateholder, the Trustee or the Servicer.

Perfection of Transfer and Protection of Security Interests. SECTION 4.01 Custody of Contract Files and Land-and-Home Contract Files. ----------------------------------------------------------. a. (a) Subject to the terms and conditions of this Section the Trustee appoints the Custodian to maintain custody of the Contract Files and the Land- and-Home Contract Files for the benefit of the Certificateholders and the Trustee. In the event that the Trustee is no longer acting as Custodian of the Contract Files or the Land-and-Home Contract Files, upon execution and delivery of an agreement between the Trustee and the Person assuming the duties of the Trustee hereunder as Custodian with respect to such Files, the replacement Custodian shall concurrently execute an acknowledgment of receipt of such Files substantially in the form of Exhibits H-1 and H-2 Exhibit H hereto. b. (b) The Custodian shall agree to maintain the Contract Files and Land-and- Home Contract Files at its office where they are currently maintained, or at such other offices of the Custodian in the State of Minnesota as shall from time to time be identified to the Trustee by written notice. The Custodian may temporarily move individual Contract Files and Land-and-Home Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. c. (c) The Custodian shall have and perform the following powers and duties: (i) hold the Contract Files and Land-and-Home Contract Files on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof, conduct annual physical inspections of Contract Files and Land-and-and- Home Contract Files held by it under this Agreement and certify to the Trustee annually that it continues to maintain possession of such Contract Files and Land- Land-and-Home Contract Files; (ii) implement policies and procedures, in writing and signed by an Authorized Officer, with respect to persons authorized to have access to the Contract Files and Land-and-Home Contract Files on the Custodian's premises and the receipting for Contract Files and Land-Land- and-Home Contract Files taken from their storage area by an employee of the Custodian for purposes of servicing or any other purposes; and (iii) attend to all details in connection with maintaining custody of the Contract Files and Land-and-Home Contract Files on behalf of the Certificateholders and the Trustee. d. (d) In performing its duties under this Section, the Custodian agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts owned and/or serviced by it. The Custodian shall promptly report to the Trustee any failure by it to hold the Contract Files or Land-and-Home Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files and Land-and-Home Contract Files, the Custodian shall agree further not to assert any beneficial ownership interests in the Contracts or the Contract Files or Land-and-Home Contract Files. The Custodian shall agree to indemnify the Certificateholders and the Trustee for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever which may be imposed on, incurred or asserted against the Certificateholders and the Trustee as the result of any act or omission by the Custodian relating to the maintenance and custody of the Contract Files or Land-and-Home Contract Files; provided, however, that the Custodian will not be liable for any portion of any such amount resulting from the negligence or willful misconduct of any Certificateholder, the Trustee or the Servicer.

Perfection of Transfer and Protection of Security Interests. SECTION 4.01 Custody of Contract Files and Land-and-Home Contract Files. ----------------------------------------------------------. a. (a) Subject to the terms and conditions of this Section the Trustee appoints the Custodian to maintain custody of the Contract Files and the Land- and-Home Contract Files for the benefit of the Certificateholders and the Trustee. In the event that the Trustee is no longer acting as Custodian of the Contract Files or the Land-and-Home Contract Files, upon execution and delivery of an agreement between the Trustee and the Person assuming the duties of the Trustee hereunder as Custodian with respect to such Files, the replacement Custodian shall concurrently execute an acknowledgment of receipt of such Files substantially in the form of Exhibits H-1 and H-2 Exhibit H hereto. b. (b) The Custodian shall agree to maintain the Contract Files and LandLand- and-and- Home Contract Files at its office where they are currently maintained, or at such other offices of the Custodian Servicer in the State of Minnesota as shall from time to time be identified to the Trustee by written notice. The Custodian may temporarily move individual Contract Files and Land-and-Home Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. c. (c) The Custodian shall have and perform the following powers and duties: (i) hold the Contract Files and Land-and-Home Contract Files on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof, conduct annual physical inspections of Contract Files and Land-and-Home Contract Files held by it under this Agreement and certify to the Trustee annually that it continues to maintain possession of such Contract Files and Land- Land-and-Home Contract Files; (ii) implement policies and procedures, in writing and signed by an Authorized Officer, with respect to persons authorized to have access to the Contract Files and Land-and-Home Contract Files on the Custodian's premises and the receipting for Contract Files and Land-Land- and-Home Contract Files taken from their storage area by an employee of the Custodian Servicer for purposes of servicing or any other purposes; and (iii) attend to all details in connection with maintaining custody of the Contract Files and Land-and-Home Contract Files on behalf of the Certificateholders and the Trustee. d. (d) In performing its duties under this Section, the Custodian agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts owned and/or serviced by it. The Custodian shall promptly report to the Trustee any failure by it to hold the Contract Files or Land-and-Home Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files and Land-and-Home Contract Files, the Custodian shall agree further not to assert any beneficial ownership interests in the Contracts or the Contract Files or Land-and-Home Contract Files. The Custodian shall agree to indemnify the Certificateholders and the Trustee for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever which may be imposed on, incurred or asserted against the Certificateholders and the Trustee as the result of any act or omission by the Custodian relating to the maintenance and custody of the Contract Files or Land-Land- and-Home Contract Files; provided, however, that the Custodian will not be liable for any portion of any such amount resulting from the negligence or willful misconduct of any Certificateholder, the Trustee Certificateholder or the ServicerTrustee.