ORIGINALS OF THE COLLATERAL INSTRUMENTS EXISTING AS OF THE DATE HEREOF.
UNLESS
AND UNTIL OTHERWISE DIRECTED BY BOFA, EACH COMPANY HEREBY AGREES TO DELIVER, OR
CAUSE TO BE DELIVERED, TO THE CUSTODIANS TO HOLD ON BEHALF OF BOFA IN ACCORDANCE
WITH THE TERMS OF THIS CUSTODIAN AGREEMENT, IN THEIR POSSESSION, CUSTODY AND
CONTROL, ALL ORIGINALS OF COLLATERAL INSTRUMENTS RECEIVED BY SUCH COMPANY OR
OTHERWISE COMING INTO THE CUSTODY OR CONTROL OF SUCH COMPANY AFTER THE DATE
HEREOF, IN EACH CASE PROMPTLY UPON THE RECEIPT BY SUCH COMPANY OF THE SAME.
(B)
EACH OF THE CUSTODIANS HEREBY AGREES TO TAKE POSSESSION, CUSTODY
AND CONTROL OF ALL OF THE COLLATERAL INSTRUMENTS DELIVERED TO IT CONCURRENTLY
HEREWITH AND FROM TIME TO TIME HEREAFTER SOLELY FOR THE ACCOUNT AND ON BEHALF OF
BOFA. THE CUSTODIANS SHALL ACT ONLY IN ACCORDANCE WITH THE DIRECTIONS OF BOFA
UNDER THE TERMS HEREOF WITH RESPECT TO THE COLLATERAL INSTRUMENTS AND THE
COMPANIES SHALL HAVE NO CONTROL OR DOMINION OVER THE COLLATERAL INSTRUMENTS OR
THEIR DISPOSITION.
THE CUSTODIANS SHALL FOLLOW ONLY THE DIRECTIONS OF BOFA IN
THE ADMINISTERING, HANDLING OR OTHER DISPOSITION OF THE COLLATERAL INSTRUMENTS.
THE CUSTODIANS SHALL EXERCISE ALL REASONABLE CARE TO ASSURE THE SAFE CUSTODY OF
THE COLLATERAL INSTRUMENTS HELD BY EITHER OF THE CUSTODIANS HEREUNDER.
THE
CUSTODIANS SHALL TAKE SUCH OTHER ACTIONS CONSISTENT HEREWITH AS BOFA MAY
REASONABLY REQUEST TO PRESERVE, PROTECT AND PERFECT THE SECURITY INTERESTS AND
LIENS OF BOFA IN THE COLLATERAL INSTRUMENTS.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, UPON THE REQUEST OF BOFA, THE CUSTODIANS SHALL MAKE AVAILABLE AND
ASSIST BOFA IN A REASONABLE MANNER AND AT NO COST TO THE CUSTODIANS PERSONALLY
IN DELIVERING THE ORIGINALS OF SUCH COLLATERAL INSTRUMENTS TO BOFA, OR AS BOFA
MAY REQUEST.
6
3.2
RELEASES OF COLLATERAL INSTRUMENTS.
(A)
IN THE EVENT THAT A COMPANY, IN THE ORDINARY COURSE OF BUSINESS
AND AS PERMITTED BY THE BOFA AGREEMENTS, OR AS OTHERWISE PERMITTED UNDER
SECTION 8.1(L), 8.1(N) OR 8.1(Q) OF THE CREDIT AGREEMENT AND THE SENIOR SECURED
NOTES DOCUMENTS, IS SELLING OR OTHERWISE DISPOSING OF OR HAS SOLD OR OTHERWISE
DISPOSED OF ANY OF THE UNITS SUBJECT TO COLLATERAL INSTRUMENTS WHICH EITHER OF
THE CUSTODIANS IS THEN HOLDING IN HIS OR HER CUSTODY, CONTROL OR POSSESSION
UNDER THE TERMS OF THIS CUSTODIAN AGREEMENT, SUCH COMPANY MAY REQUEST THE
RELEASE BY SUCH CUSTODIAN OF THE COLLATERAL INSTRUMENTS WITH RESPECT TO SUCH
UNIT(S) AND THE DELIVERY OF THE ORIGINALS OF SUCH COLLATERAL INSTRUMENTS TO SUCH
COMPANY. UNLESS AND UNTIL OTHERWISE DIRECTED BY BOFA, UPON RECEIPT OF SUCH
REQUEST, THE CUSTODIAN RECEIVING SUCH REQUEST SHALL PROMPTLY AND IN A TIMELY
MANNER (BUT IN NO EVENT MORE THAN THREE (3) BUSINESS DAYS AFTER THE RECEIPT OF A
COMPANY'S REQUEST) (I) RETURN THE ORIGINALS OF THE COLLATERAL INSTRUMENTS
REQUESTED TO THE REQUESTING COMPANY AND (II) TO THE EXTENT THE UNIT(S) BEING
SOLD OR OTHERWISE DISPOSED OF ARE SUBJECT TO CERTIFICATES OF TITLE AND THE
RELATED SALE OR OTHER DISPOSITION IS NOT TO HOLDINGS OR ANY OTHER CREDIT PARTY,
EXECUTE AND DELIVER