Common use of Custodian and Paying Agent Clause in Contracts

Custodian and Paying Agent. The Manager shall cause the Company to retain and enter into and, at all times, be a party to written custodial agreement with a document custodian (the “Custodian”) that is a Qualified Custodian and approved by the Initial Member, and such Custodian shall at all times have custody and possession of the Notes and other Custodial Documents. The Manager shall also cause the Company to retain and enter into and, at all times, be a party to written paying agency agreement with a paying agent selected by the Company (the “Paying Agent”), which Paying Agent shall receive and distribute Loan Proceeds in accordance with the applicable Custodial and Paying Agency Agreement. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.5 below, the Custodian and the Paying Agent shall be the same; and the custodial and paying agency functions shall be performed on the terms set forth in a Custodial and Paying Agency Agreement that is acceptable to the Initial Member. At no time shall the Company have more than one Custodian or one Paying Agent. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent shall be terminable by the Company upon no more than thirty (30) days notice provided by either, without cause under the Custodial and Paying Agency Agreement. In the event that the Manager removes, or causes the Company (or any Servicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which shall be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents shall be the personal liability of the Manager (who, along with the relevant Servicer(s), shall be responsible for safeguarding such Notes and Custodial Documents), and (ii) such Notes shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification or restructuring of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith shall be returned to the Custodian as soon as possible following the completion of the restructuring or modification (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). The Manager shall ensure that the Initial Member receives a copy of each demand, notice or other communication given under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder.

Custodian and Paying Agent. The Manager shall cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a document custodian Custodian (the “Custodian”) that is a Qualified Custodian and approved as selected by the Initial MemberCompany in accordance herewith), and such Custodian shall at all times have custody and possession of the Notes and other Custodial DocumentsDocuments (subject to the applicable provisions herein and in such custodial agreement with respect to release thereof). The Manager shall also cause the Company to retain and enter into and, at all times, be a party to written paying agency agreement with a paying agent Paying Agent (as selected by the Company (the “Paying Agent”in accordance herewith), which Paying Agent shall receive and distribute Loan Asset Proceeds in accordance with the applicable Custodial such paying agency agreement. Such Custodian and Paying Agency AgreementAgent shall be (and remain) a Qualified Custodian and Paying Agent acceptable and approved by the Initial Member, such approval not to be unreasonably withheld, delayed or conditioned. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.5 below, the Custodian and the Paying Agent shall be the same; and the custodial and paying agency functions shall be performed on the terms set forth in a the Custodial and Paying Agency Agreement that is (which shall be in a form acceptable to the Initial Member). At no time shall the Company have more than one (1) Custodian or one (1) Paying Agent, who may be the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent shall may be terminable terminated by the Company upon no more than thirty (30) days notice provided by to either, without cause under the Custodial and Paying Agency Agreement. In the event that the Manager removes, or causes the Company (or any Servicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which shall be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents shall be the personal liability of the Manager (who, along with the relevant Servicer(s), shall be responsible for safeguarding such Notes and Custodial DocumentsDocuments when not in possession of the Custodian), and (ii) such Notes shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification modification, restructuring or restructuring foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith shall be returned to the Custodian as soon as possible following the completion of the restructuring restructuring, modification or modification foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing if any Notes or other Custodial Documents are retained by the applicable court, such Notes and other Custodial Documents shall be returned to the Custodian as soon as possible after they are released by such court. The Manager shall ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given by the Manager thereunder.

Custodian and Paying Agent. The Manager shall cause the Company to retain and enter into and, at all times, be a party to written custodial agreement with a document custodian (the “Custodian”) that is a Qualified Custodian and approved by the Initial Member, and such Custodian shall at all times have custody and possession of the Notes and other Custodial Documents. The Manager shall also cause the Company to retain and enter into and, at all times, be a party to written paying agency agreement with a paying agent selected by the Company (the “Paying Agent”), which Paying Agent shall receive and distribute Loan Proceeds in accordance with the applicable Custodial and Paying Agency Agreement. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.5 below, the Custodian and the Paying Agent shall be the same; and the custodial and paying agency functions shall be performed on the terms set forth in a Custodial and Paying Agency Agreement that is acceptable to the Initial Member. At no time shall the Company have more than one Custodian or one Paying Agent. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent shall be terminable by the Company upon no more than thirty (30) days notice provided by either, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or any Servicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which shall be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents shall be the personal liability of the Manager (who, along with the relevant Servicer(s), shall be responsible for safeguarding such Notes and Custodial Documents), and (ii) such Notes shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification or restructuring of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith shall be returned to the Custodian as soon as possible following the completion of the restructuring or modification (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). The Manager shall ensure that the Initial Member receives a copy of each demand, notice or other communication given under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder.

Custodian and Paying Agent. The Manager shall must cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a document custodian Custodian (the “Custodian”) that is a Qualified Custodian and approved as selected by the Initial MemberCompany in accordance herewith), and such Custodian shall will at all times have custody and possession of the Notes and other Custodial DocumentsDocuments (subject to the applicable provisions herein and in such custodial agreement with respect to the release thereof). The Manager shall must also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a paying agent Paying Agent (as selected by the Company (the “Paying Agent”in accordance herewith), which Paying Agent shall will receive and distribute Loan Asset Proceeds in accordance with the applicable Custodial such paying agency agreement. Such Custodian and Paying Agency AgreementAgent must be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial Member, such approval not to be unreasonably withheld, delayed or conditioned. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.5 13.6 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in a the Custodial and Paying Agency Agreement that is (which shall be in a form acceptable to the Initial Member). At no time shall the Company have more than one Custodian or one Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent shall may be terminable terminated by the Company upon no more than thirty (30) days notice provided by eitherto such Custodian and Paying Agent, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or the Servicer or any ServicerSubservicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which shall may be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents shall will be the personal liability of the Manager (who, along with the relevant Servicer(sServicer or Subservicer(s), shall will be responsible for safeguarding such Notes and Custodial DocumentsDocuments when not in possession of the Custodian), and (ii) such Notes shall must be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification modification, restructuring or restructuring foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith shall must be returned to the Custodian as soon as possible following the completion of the restructuring restructuring, modification or modification foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents are retained by the applicable court, the Manager must request that the court return (and must cause to be so returned) such Notes and other Custodial Documents to the Custodian as soon as possible after they are released by such court. The Manager shall must (i) ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to the Manager (including to the Manager as the manager of the Company) under the Custodial and Paying Agency Agreement is to be given to the Initial Member at the time that such notice or other communication is given thereunder.

Custodian and Paying Agent. The Manager shall cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a document custodian Custodian (the “Custodian”) that is a Qualified Custodian and approved as selected by the Initial MemberCompany in accordance herewith), and such Custodian shall at all times have custody and possession of the Notes and other Custodial DocumentsDocuments (subject to the applicable provisions herein and in such custodial agreement with respect to the release thereof). The Manager shall also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a paying agent Paying Agent (as selected by the Company (the “Paying Agent”in accordance herewith), which Paying Agent shall receive and distribute Loan Asset Proceeds in accordance with the applicable Custodial such paying agency agreement. Such Custodian and Paying Agency AgreementAgent shall be (and remain) a Qualified Custodian and Paying Agent acceptable to and approved by the Initial Member, such approval not to be unreasonably withheld, delayed or conditioned. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.5 below, the Custodian and the Paying Agent shall be a single (and the same) Person; and the custodial and paying agency functions shall be performed on the terms set forth in a the Custodial and Paying Agency Agreement that is (which shall be in a form acceptable to the Initial Member). At no time shall the Company have more than one Custodian or one Paying Agent, who may be (and, to the extent specified in the preceding sentence, shall be) the same Person. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent shall may be terminable terminated by the Company upon no more than thirty (30) days notice provided by eitherto such Custodian and Paying Agent, without cause under the Custodial and Paying Agency Agreement. For purposes of clarification, the parties acknowledge that, as of the Closing Date, the Custodial and Paying Agency Agreement delivered on the Closing Date is acceptable to the Initial Member, including as to the fees and expenses expressly set forth therein. In the event that the Manager removes, or causes the Company (or the Servicer or any Sub-Servicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which shall be done only in accordance with the relevant Custodial and Paying Agency Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents shall be the personal liability of the Manager (who, along with the relevant Servicer or Sub-Servicer(s), shall be responsible for safeguarding such Notes and Custodial DocumentsDocuments when not in possession of the Custodian), and (ii) such Notes shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification modification, restructuring or restructuring foreclosure of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith shall be returned to the Custodian as soon as possible following the completion of the restructuring restructuring, modification or modification foreclosure (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). Notwithstanding the foregoing, if any Notes or other Custodial Documents are retained by the applicable court, the Manager shall request that the court return (and shall cause to be so returned) such Notes and other Custodial Documents to the Custodian as soon as possible after they are released by such court. The Manager shall (i) ensure that the Initial Member receives a copy of each demand, notice or other communication given by the Manager (including by the Manager on behalf of the Company) under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder and (ii) require that a copy of each demand, notice or other communication given to the Manager (including to the Manager as the manager of the Company) under the Custodial and Paying Agency Agreement is to be given to the Initial Member at the time that such notice or other communication is given thereunder.

Custodian and Paying Agent. The Manager shall cause the Company to retain and enter into and, at all times, be a party to a written custodial agreement with a document custodian (the “Custodian”) that is a Qualified Custodian and approved by the Initial Member, and such Custodian shall at all times have custody and possession of the Notes and other Custodial Documents, unless released to the Servicer in accordance with the Servicing Agreement. The Manager shall also cause the Company to retain and enter into and, at all times, be a party to a written paying agency agreement with a paying agent selected by the Company (the “Paying Agent”)Company, which Paying Agent shall receive and distribute Mortgage Loan Proceeds in accordance with the applicable Custodial and Paying Agency Agreement. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.5 below, the Custodian and the Paying Agent shall be the same; and the custodial and paying agency functions shall be performed on the terms set forth in a Custodial and Paying Agency Agreement that is acceptable to the Initial Member. At no time shall the Company have more than one Custodian or one Paying Agent. The fees and expenses paid to the Custodian and Paying Agent shall be no more than market rates and the Custodian and Paying Agent shall be terminable by the Company upon no more than thirty (30) days notice provided by either, without cause under the Custodial and Paying Agency Agreement. In the event that the Manager removes, or causes the Company (or any Servicer) to remove, any Notes or other Custodial Documents from the possession of the Custodian (which shall be done only in accordance with the relevant Custodial and Paying Agency Agreement or Servicing Agreement), (i) any loss or destruction of or damage to such Notes or Custodial Documents shall be the personal liability of the Manager (who, along with the relevant Servicer(s), shall be responsible for safeguarding such Notes and Custodial Documents), and (ii) such Notes shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the perfection of the secured party’s security interest therein by possession. If any Notes or other Custodial Documents are removed in connection with the modification or restructuring of a Loan, the modified or restructured Notes and other Custodial Documents removed in connection therewith shall be returned to the Custodian as soon as possible following the completion of the restructuring or modification (and, in any event, in accordance with clause (ii) of the immediately preceding sentence). The Manager shall ensure that the Initial Member receives a copy of each demand, notice or other communication given under the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder.

Custodian and Paying Agent. The Manager Company shall cause establish the Company to retain Collection Account and enter into and, the Distribution Account at all times, be a party to written custodial agreement with a document custodian the Paying Agent (the “Custodian”) that is a Qualified Custodian and approved by the Initial Memberor its Affiliate), and such Custodian shall at all times be party to an Account Control Agreement. The Custodian at all times shall have custody and possession of the Loan Notes and other Custodial Documents. The Manager shall also cause Documents to the Company extent required pursuant to retain and enter into and, at all times, be a party to written paying agency agreement with a paying agent selected by the Company (the “Paying Agent”), which Paying Agent shall receive and distribute Loan Proceeds in accordance with the applicable Custodial and Paying Agency Agreement. Except as may be determined by the Initial Member in connection with an exercise of its rights under Section 13.5 below, the Custodian and the Paying Agent shall be the same; and the custodial and paying agency functions shall be performed on the terms set forth in a Custodial and Paying Agency Agreement that is acceptable to the Initial Member. At no time shall the Company have there be more than one Custodian or more than one Paying Agent. The fees and expenses paid to the Custodian and to the Paying Agent shall be no more than market rates and the Custodian and Paying Agent shall be terminable by the Company upon no more than thirty (30) days notice provided by either, without cause under the Custodial and Paying Agency Agreementrates. In the event that the Manager removes, or causes the Company (or Debtors remove any Servicer) to remove, any Loan Notes or other Custodial Documents from the possession of the Custodian (which shall be done only in accordance with the relevant Custodial and Paying Agency Agreement), (ia) any loss or destruction of or damage to such Loan Notes or Custodial Documents shall be the personal liability of the Manager Debtors (who, along with the relevant Servicer(s), who shall be responsible for safeguarding such Loan Notes and Custodial Documents), and (iib) such Loan Notes shall be returned to the Custodian within the time provided under the applicable Uniform Commercial Code to maintain the Collateral Agent’s perfection of the secured party’s security interest therein thereof by possession. If any Loan Notes or other Custodial Documents are removed in connection with the modification or restructuring of a Loan, the modified or restructured Loan Notes and other Custodial Documents removed in connection therewith shall be returned to the Custodian as soon as possible following the completion of the restructuring or modification (and, in any event, in accordance with clause (iib) of the immediately preceding sentence). The Manager Debtors shall ensure that the Initial Member receives Collateral Agent and the Notes Designee receive a copy of each material demand, notice or other communication given under pursuant to the Custodial and Paying Agency Agreement at the time that such notice or other communication is given thereunder.. If the Person then serving as the Custodian shall, at any time and for any reason, cease to be a Qualified Custodian, such Person shall be replaced in accordance with the Custodial and Paying Agency Agreement. If the Person then serving as the Paying Agent shall, at any time and for any reason, cease to be a Qualified Paying Agent, such Person shall be replaced in accordance with the Custodial and Paying Agency Agreement