June 19, 2003
Exhibit 10.5
EXECUTION COPY
June 19, 2003
Iron Mountain Information Management, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
Re: Custody Agreement with HPSC Bravo Funding, LLC: Notification of Assignment
Ladies and Gentlemen:
Reference is hereby made to that certain Custody Agreement, dated as of June 25, 2002 (the “Custody Agreement”), by and among HPSC Bravo Funding, LLC, a Delaware limited liability company (the “LLC”), Triple-A One Funding Corporation, a Delaware corporation (“Triple-A”), Capital Markets Assurance Corporation, a New York Stock insurance company (“CapMAC”), as Administrative Agent (the “Administrative Agent”) and as Collateral Agent for the benefit of Triple-A and certain other parties (in such capacity, the “Collateral Agent”) and Iron Mountain Information Management, Inc., a Delaware corporation (“Iron Mountain”). Capitalized terms used herein without definition shall have the meanings set forth in the Custody Agreement.
Each of the undersigned hereby notifies you, pursuant to Section 3.04 of the Custody Agreement that, effective as of the date noted above, (i) Triple-A has assigned to Xxxxxxx Xxxxx Commercial Finance Corp. a one-third interest in its rights and obligations under the Triple-A Purchase Agreement and the Custody Agreement and (ii) CapMAC has assigned to MBIA Insurance Corporation (“MBIA”), and MBIA has assumed, all of the rights, duties and obligations of CapMAC as Collateral Agent and Administrative Agent under the Triple-A Purchase Agreement and certain other Facility Documents executed in connection therewith, including the Custody Agreement. By its signature below, MBIA hereby further confirms to you that it has assumed the rights and responsibilities of the Collateral Agent set forth in the Custody Agreement, and that each of Xxxxxx Xxxxxxx, Xxxx Xxxxx and Xxxxx Xxxxx are all Authorized Employees of the Collateral Agent for purposes of the Custody Agreement.
Except as noted above, the Custody Agreement remains in full force and effect and is hereby ratified and confirmed.
Iron Mountain Information Management, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
IN WITNESS WHEREOF, each of the undersigned have caused this notification of assignment to be executed by their respective officers thereunto duly authorized as of the date first above written.
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HPSC BRAVO FUNDING, LLC |
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By |
/s/ Xxxxxxx X. Xxxxxx |
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Title: Manager |
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TRIPLE-A ONE FUNDING CORPORATION |
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By MBIA INSURANCE
CORPORATION, |
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By |
/s/ Xxxxx X. Xxxxx |
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Title: Vice President |
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CAPITAL MARKETS
ASSURANCE |
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By |
/s/ Xxxxx X. Xxxxx |
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Title: Vice President |
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MBIA INSURANCE
CORPORATION, as |
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By |
/s/ Xxxxx X. Xxxxx |
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Title: Vice President |
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Receipt Acknowledged: |
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IRON MOUNTAIN INFORMATION MANAGEMENT, INC. |
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By |
/s/ Xxxxx X. Xxxxxx |
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Title: Vice President |
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