Common use of Possession of Mortgage Files on Behalf of Third Persons Clause in Contracts

Possession of Mortgage Files on Behalf of Third Persons. The Custodian acknowledges that Lender may transfer its interest in the Mortgage Loans to one or more Third Persons. Upon receipt of written notice from Lender, substantially in the form of Exhibit B hereto, that Lender has transferred its interest in the Mortgage Loans identified on a schedule to such notice (the "Notice Loan Schedule") to a Third Person together with the Trust Receipt for amendment of the Schedule attached thereto, the Custodian will promptly issue a Trust Receipt to such Third Person and shall issue an amended Trust Receipt to Lender, each of which will reflect the transfer of Lender's interest in certain Mortgage Loans to such Third Person. The notice sent by Lender to the Custodian shall be in substantially the form of Exhibit B hereto and shall (i) specify the name of the Third Person, (ii) specify the address of the Third Person, which may be an address in care of Lender and (iii) have attached the Notice Loan Schedule. Upon receipt of any such notice from Lender, the Custodian shall (a) segregate and retain possession and custody of the Mortgage Files with respect to the Mortgage Loans in the Notice Loan Schedule as agent and bailee of and custodian for such Third Person, and (b) make appropriate notations in the Custodian's books and records reflecting that the Mortgage Files identified in the Notice Loan Schedule are owned by such Third Person. The Custodian shall segregate and maintain continuous custody of all Mortgage Files for the benefit of the Person to whom it has issued a Trust Receipt. Lender's agreements with each holder of a Trust Receipt other than an affiliate of Lender (each such holder, a "Transferee") will specify that the Transferee cannot issue instructions regarding the Mortgage Loans or Mortgage Files unless Lender has defaulted on Lender's obligations to such Transferee. Accordingly, the Custodian may not act on requests from a Transferee to withdraw or otherwise dispose of Mortgage Loans unless the Transferee delivers to the Custodian an executed Notice of Default Certificate in the form of Exhibit E hereto. The Custodian shall be entitled to presume conclusively that the Notice of Default Certificate is properly executed and that when delivered to the Custodian an Event of Default exists under Lender's agreement with its Transferee.

Possession of Mortgage Files on Behalf of Third Persons. The Custodian acknowledges that Lender Buyer may transfer its interest in the Mortgage Home Improvement Loans to one or more Third Persons. Upon receipt of written notice from LenderBuyer, substantially in the form of Exhibit B hereto, that Lender Buyer has transferred its interest in the Mortgage Home Improvement Loans identified on a schedule to such notice (the "Notice Loan Schedule") to a Third Person together with the Trust Receipt for amendment of the Schedule attached thereto, the Custodian will promptly issue a Trust Receipt to such Third Person and shall issue an amended Trust Receipt to LenderBuyer, each of which will reflect the transfer of LenderBuyer's interest in certain Mortgage Home Improvement Loans to such Third Person. The notice sent by Lender Buyer to the Custodian shall be in substantially the form of Exhibit B hereto and shall (i) specify the name of the Third Person, (ii) specify the address of the Third Person, which may be an address in care of Lender Buyer and (iii) have attached the Notice Loan Schedule. Upon receipt of any such notice from LenderBuyer, the Custodian shall (a) segregate and retain possession and custody of the Mortgage Files with respect to the Mortgage Home Improvement Loans in the Notice Loan Schedule as agent and bailee of and custodian for such Third Person, and (b) make appropriate notations in the Custodian's books and records reflecting that the Mortgage Files identified in the Notice Loan Schedule are owned by such Third Person. The Custodian shall segregate and maintain continuous custody of all Mortgage Files for the benefit of the Person to whom it has issued a Trust Receipt. LenderBuyer's agreements with each holder of a Trust Receipt other than an affiliate of Lender Buyer (each such holder, a "Transferee") will specify that the Transferee cannot issue instructions regarding the Mortgage Home Improvement Loans or Mortgage Files unless Lender Buyer has defaulted on LenderBuyer's obligations to such Transferee. Accordingly, the Custodian may not act on requests from a Transferee to withdraw or otherwise dispose of Mortgage Home Improvement Loans unless the Transferee delivers to the Custodian an executed Notice of Default Certificate in the form of Exhibit E hereto. The Custodian shall be entitled to presume conclusively that the Notice of Default Certificate is properly executed and that when delivered to the Custodian an Event of Default exists under LenderBuyer's agreement with its Transferee.

Possession of Mortgage Files on Behalf of Third Persons. The Custodian acknowledges that Lender may transfer its interest in the Mortgage Pledged Loans to one or more a Third PersonsPerson. Upon receipt of written notice from Lender, substantially in the form of Exhibit B hereto, that Lender has transferred its interest in the Mortgage Pledged Loans identified on a schedule to such notice (the "Notice Loan Schedule") to a Third Person together with the Trust Receipt for amendment of the Schedule attached thereto, the Custodian will promptly issue a Trust Receipt to such Third Person and shall issue an amended Trust Receipt to Lender, each of which will reflect the transfer of Lender's interest in certain Mortgage Pledged Loans to such Third Person. The notice sent by Lender to the Custodian shall be in substantially the form of Exhibit B hereto and shall (i) specify the name of the Third Person, (ii) specify the address of the Third Person, which may be an address in care of Lender and (iii) have attached the Notice Loan Schedule. Upon receipt of any such notice from Lender, the Custodian shall (a) segregate and retain possession and custody of the Mortgage Files with respect to the Mortgage Pledged Loans in the Notice Loan Schedule as agent and bailee of and custodian for such Third Person, and (b) make appropriate notations in the Custodian's books and records reflecting that the Mortgage Files identified in the Notice Loan Schedule are owned by such Third Person. The Custodian shall segregate and maintain continuous custody of all Mortgage Files for the benefit of the Person to whom it has issued a Trust Receipt. Lender's agreements with each holder of a Trust Receipt other than an affiliate of Lender (each such holder, a "Transferee") will specify that the Transferee cannot issue instructions regarding the Mortgage Loans or Mortgage Files unless Lender has defaulted on Lender's obligations to such Transferee. Accordingly, the Custodian may not act on requests from a Transferee to withdraw or otherwise dispose of Mortgage Loans unless the Transferee delivers to the Custodian an executed Notice of Default Certificate in the form of Exhibit E hereto. The Custodian shall be entitled to presume conclusively that the Notice of Default Certificate is properly executed and that when delivered to the Custodian an Event of Default exists under Lender's agreement with its Transferee.

Possession of Mortgage Files on Behalf of Third Persons. The Custodian acknowledges that Lender Buyer may transfer its interest in the Mortgage Loans to one or more Third Persons. Upon receipt of written notice from LenderBuyer, substantially in the form of Exhibit B hereto, that Lender Buyer has transferred its interest in the Mortgage Loans identified on a schedule to such notice (the "Notice Loan Schedule") to a Third Person together with the Trust Receipt for amendment of the Schedule attached thereto, the Custodian will promptly issue a Trust Receipt to such Third Person and shall issue an amended Trust Receipt to LenderBuyer, each of which will reflect the transfer of LenderBuyer's interest in certain Mortgage Loans to such Third Person. The notice sent by Lender Buyer to the Custodian shall be in substantially the form of Exhibit B hereto and shall (i) specify the name of the Third Person, (ii) specify the address of the Third Person, which may be an address in care of Lender Buyer and (iii) have attached the Notice Loan Schedule. Upon receipt of any such notice from LenderBuyer, the Custodian shall (a) segregate and retain possession and custody of the Mortgage Files with respect to the Mortgage Loans in the Notice Loan Schedule as agent and bailee of and custodian for such Third Person, and (b) make appropriate notations in the Custodian's books and records reflecting that the Mortgage Files identified in the Notice Loan Schedule are owned by such Third Person. The Custodian shall segregate and maintain continuous custody of all Mortgage Files for the benefit of the Person to whom it has issued a Trust Receipt. LenderBuyer's agreements with each holder of a Trust Receipt other than an affiliate of Lender Buyer (each such holder, a "Transferee") will specify that the Transferee cannot issue instructions regarding the Mortgage Loans or Mortgage Files unless Lender Buyer has defaulted on LenderBuyer's obligations to such Transferee. Accordingly, the Custodian may not act on requests from a Transferee to withdraw or otherwise dispose of Mortgage Loans unless the Transferee delivers to the Custodian an executed Notice of Default Certificate in the form of Exhibit E hereto. The Custodian shall be entitled to presume conclusively that the Notice of Default Certificate is properly executed and that when delivered to the Custodian an Event of Default exists under LenderBuyer's agreement with its Transferee. Notwithstanding the above, nothing contained in this section shall obligate Custodian to provide the custodial services contemplated pursuant to this Custody Agreement to such Third Person once Custodian has received a Notice of Default Schedule from such Third Person, provided however, that Custodian shall provide such Third Person with not less than sixty (60) days notice of Custodian's intent to terminate this Custody Agreement subject, in any event, to Section 11 hereof.

Possession of Mortgage Files on Behalf of Third Persons. The Custodian acknowledges that Lender may transfer its interest in the Mortgage Pledged Loans to one or more a Third PersonsPerson. Upon receipt of written notice from Lender, substantially in the form of Exhibit B hereto, that Lender has transferred its interest in the Mortgage Pledged Loans identified on a schedule to such notice (the "Notice Loan Schedule") to a Third Person together with the Trust Receipt for amendment of the Schedule attached thereto, the Custodian will promptly issue a Trust Receipt to such Third Person and shall issue an amended Trust Receipt to Lender, each of which will reflect the transfer of LenderXxxxxx's interest in certain Mortgage Pledged Loans to such Third Person. The notice sent by Lender to the Custodian shall be in substantially the form of Exhibit B hereto and shall (i) specify the name of the Third Person, (ii) specify the address of the Third Person, which may be an address in care of Lender and (iii) have attached the Notice Loan Schedule. Upon receipt of any such notice from Lender, the Custodian shall (a) segregate and retain possession and custody of the Mortgage Files with respect to the Mortgage Pledged Loans in the Notice Loan Schedule as agent and bailee of and custodian for such Third Person, and (b) make appropriate notations in the Custodian's books and records reflecting that the Mortgage Files identified in the Notice Loan Schedule are owned by such Third Person. The Custodian shall segregate and maintain continuous custody of all Mortgage Files for the benefit of the Person to whom it has issued a Trust Receipt. Lender's agreements with each holder of a Trust Receipt other than an affiliate of Lender (each such holder, a "Transferee") will specify that the Transferee cannot issue instructions regarding the Mortgage Loans or Mortgage Files unless Lender has defaulted on Lender's obligations to such Transferee. Accordingly, the Custodian may not act on requests from a Transferee to withdraw or otherwise dispose of Mortgage Loans unless the Transferee delivers to the Custodian an executed Notice of Default Certificate in the form of Exhibit E hereto. The Custodian shall be entitled to presume conclusively that the Notice of Default Certificate is properly executed and that when delivered to the Custodian an Event of Default exists under Lender's agreement with its Transferee.