Custodial and Paying Agency Agreement definition

Custodial and Paying Agency Agreement means the Custodial and Paying Agency Agreement dated as of the date hereof between the Company, the Purchase Money Notes Guarantor, the Initial Member (in its capacity as the Collateral Agent) and Xxxxx Fargo Bank, N.A., in its capacities as the Custodian and the Paying Agent.

Custodial and Paying Agency Agreement means, initially, the Custodial and Paying Agency Agreement dated as of February 9, 2010, by and between the Company, the Purchase Money Notes Guarantor and the initial Custodian and Paying Agent, and thereafter any replacement agreement entered into with a Custodian and Paying Agent pursuant to Section 3.7.

Custodial and Paying Agency Agreement. Ladies and Gentlemen: In accordance with the provisions of Section 6.1(b) of the Custodial and Paying Agency Agreement, the undersigned, as Custodian, hereby certifies that other than the Exceptions listed as part of the Loan Schedule and Exceptions List attached hereto (a) (i) it has received all of the Custodial Documents required to be delivered with respect to each Loan identified on the Loan Schedule and Exceptions List attached hereto, and (ii) the Custodial Documents for each such Loan are as listed on such Loan Schedule and Exceptions List, (b) all documents have been reviewed and examined by the Custodian in accordance with the Review Procedures, and (c) based upon its examination of the Custodial Documents, such documents appear (i) regular on their face (i.e., are not mutilated, damaged, torn, defaced or otherwise physically altered); (ii) to relate to the Loans with respect to which they purport to relate; (iii) to have been executed by the named parties; (iv) to be what they purport to be; and (v) where applicable, to be recorded. The Custodian makes no representations in or by this Certificate and/or the Custodial and Paying Agency Agreement as to: (i) the validity, legality, enforceability or genuineness of any of the Custodial Documents or any of the Loans, or (ii) the collectibility, insurability, effectiveness or suitability of any of the Loans. Initially capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Custodial and Paying Agency Agreement. In confirmation of your acknowledgement of the foregoing, please sign this certificate in the place provided below and return an executed copy to us. Xxxxx Fargo Bank, N.A., as the Custodian By: _ Name: Title: Acknowledged: Multibank 2009-1 CML-ADC Venture, LLC, as the Company By: RL CML 2009-1 Investments, LLC, its Manager By: Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer EXHIBIT F REVIEW PROCEDURES

Examples of Custodial and Paying Agency Agreement in a sentence

• All Transfer Documents shall provide that all recorded documents be returned to the Custodian at its notice address set forth in Section 7.3, as such address might be modified in the manner provided in the Custodial and Paying Agency Agreement.

• The Servicer shall not cause funds from any other source (other than interest or earnings on the Loan Proceeds and the proceeds of Excess Working Capital Advances and Discretionary Funding Advances and other funds expressly permitted to be deposited into the Collection Account pursuant to the Custodial and Paying Agency Agreement) to be commingled in the Collection Account.

• Except as otherwise directed by the Manager, the Servicer shall not cause funds from any other source (other than interest or earnings on the Working Capital Reserve) to be commingled in the Working Capital Reserve Account (it being understood that deposits into such Working Capital Reserve Account shall be made only pursuant to the Custodial and Paying Agency Agreement).

• The Debtor will duly and punctually pay, or cause the Custodian/Paying Agent to pay, the principal and interest of the Purchase Money Note as it comes due in accordance with the terms of the Purchase Money Note, this Agreement and the Custodial and Paying Agency Agreement.

• On each Distribution Date, the Debtor will direct the Custodian/Paying Agent to distribute amounts on deposit in the Distribution Account to Collateral Agent in payment of any amounts owed by the Debtor to Purchase Money Note Guarantor or Collateral Agent pursuant to this Agreement, subject to the priority of payments set forth in Section 5.1 of the Custodial and Paying Agency Agreement and the other terms thereof.

• The Form of Electronic Report on the Loans and Collateral shall contain such information fields as are maintained by the Servicer and required to be contained in (i) the Distribution Date Report, as set forth in the Custodial and Paying Agency Agreement, and (ii) the Monthly Report, as set forth in the LLC Operating Agreement.

• The Monthly Report shall also include a certification of the Manager that all withdrawals by the Manager from the Collection Account during such Due Period were made in accordance with the terms of this Agreement and the Custodial and Paying Agency Agreement.

• The Company shall bear all responsibility and expense of securing from the appropriate source any intervening Mortgage Assignment or any other assignment to the Initial Member, the FDIC or the Failed Bank that might be missing from the Collateral Documents, but the costs thereof of the Company (or the Manager or the Servicer for the benefit of the Company) shall constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement.

• Any out-of-pocket fees due to any insurer or guarantor incurred by the Company (or the Manager or the Servicer for the benefit of the Company) to fulfill its obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement.

• Upon Compliance by the Company with the provisions of this Section 6.3, the Initial Member shall pay to the Company the Repurchase Price, and the Repurchase Price shall be applied in the manner set forth in Section 5.1 of the Custodial and Paying Agency Agreement.

More Definitions of Custodial and Paying Agency Agreement

Custodial and Paying Agency Agreement. Ladies and Gentlemen: In accordance with the provisions of Section 6.1(d) of the Custodial and Paying Agency Agreement, the Company, hereby certifies that: (i) attached is a list of additional Custodial Documents relating to the Loans, identifying with respect to each such Custodial Document the related Loan or, as the case may be, relating to any newly acquired Acquired Property, and (ii) enclosed with this certificate are the Custodial Documents listed on the attached. Initially capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Custodial and Paying Agency Agreement. In confirmation of your acknowledgement of the foregoing, please sign this certificate in the place provided below and return an executed copy to us. XXXXX FARGO BANK, N.A., as the Custodian By: _ Name: Title: Acknowledged: MULTIBANK 2009-1 CML-ADC VENTURE, LLC, as the Company By: RL CML 2009-1 Investments, LLC, its Manager By: Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer G-2 EXHIBIT H REQUEST FOR RELEASE AND RECEIPT OF CUSTODIAL DOCUMENTS To: Xxxxx Fargo Bank, NA Document Custody 0000 00xx Xxxxxx, X.X. Xxxxxxxxxxx, XX 00000 Ref: Request for Release

Custodial and Paying Agency Agreement. In connection with the administration of the Custodial Documents held by you as the Custodian pursuant to the Custodial and Paying Agency Agreement, we request the release, and acknowledge and certify receipt of, the Custodial Documents for the Loan(s) described on Schedule A attached hereto for the reason indicated below. Reason for Requesting Documents (check one)

Custodial and Paying Agency Agreement. In connection with the administration of the Debt Agreements held by you as the Paying Agent pursuant to the Custodial and Paying Agency Agreement, we request the release, and acknowledge and certify receipt of, the Debt Agreement described on Schedule A attached hereto. Xxxxx Fargo Bank, N.A., as the Paying Agent By: Name: Title: Acknowledged: Federal Deposit Insurance Corporation, in its capacity as Receiver for Various Failed Financial Institutions By: Name: Title: EXHIBIT J FEES AND EXPENSES OF CUSTODIAN AND PAYING AGENT The Custodian and Paying Agent shall be paid the following fees pursuant to Section 8.1 of this Agreement: EXHIBIT K CUSTODIAN AND PAYING AGENT REPORT CUSTODIAN AND PAYING AGENT REPORT DISTRIBUTION REPORT TOTAL FUNDS FOR DISTRIBUTION $ ­ Distributions: To Custodian and Paying Agent Custodian and Paying Agent Fees and Expenses $ ­ To Working Capital Reserve Account Replenishment of Working Capital Reserve $ ­ To Defeasance Account Deposit to Defeasance Account $ ­ To Purchase Money Note Guarantor Reimbursements to Purchase Money Note Guarantor $ ­ To Private Owner/Manager: Reimbursement of Excess Working Capital Advances Interim Management Fee Management Fee Distribution on Equity Total to Private Owner/Manager $ - - (1) - (2) ­ $ ­ To Initial Member Interim Servicing Fee $ - (1) Distribution on Equity ­ Total to Initial Member $ ­ TOTAL DISTRIBUTIONS $ ­ Notes:

Custodial and Paying Agency Agreement means the Custodial and Paying Agency Agreement dated as of April 30, 2010 by and between the FDIC, the Owner and Citibank, N.A.