Notification of Assignment under Custody Agreement among HPSC Bravo Funding, LLC, Triple-A One Funding Corporation, CapMAC, MBIA Insurance Corporation, and Iron Mountain Information Management, Inc.
This document notifies Iron Mountain Information Management, Inc. that Triple-A One Funding Corporation has assigned a one-third interest in its rights and obligations under the Custody Agreement to Merrill Lynch Commercial Finance Corp. Additionally, Capital Markets Assurance Corporation has assigned all its rights and duties as Collateral Agent and Administrative Agent to MBIA Insurance Corporation, which has assumed these roles. All other terms of the Custody Agreement remain unchanged. The notification is acknowledged and agreed to by all involved parties.
Exhibit 10.5
EXECUTION COPY
June 19, 2003
Iron Mountain Information Management, Inc.
745 Atlantic Avenue
Boston, MA 02111
Telephone: (617) 535-4766
Fax: (617) 350-7881
Attention: Garry B. Watzke
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 Merrill Lynch 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 Andrew Laterza, Mike Alter and Glenn Roder 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.
745 Atlantic Avenue
Boston, MA 02111
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.
|
| HPSC BRAVO FUNDING, LLC | ||||
|
|
| ||||
|
| By | /s/ Stephen K. Ballou |
| ||
|
|
| Title: Manager | |||
|
|
|
| |||
|
|
|
| |||
|
| TRIPLE-A ONE FUNDING CORPORATION | ||||
|
|
|
| |||
|
| By MBIA INSURANCE CORPORATION, | ||||
|
|
|
| |||
|
| By | /s/ Glenn H. Roder |
| ||
|
|
| Title: Vice President | |||
|
|
|
| |||
|
|
|
| |||
|
| CAPITAL MARKETS ASSURANCE | ||||
|
|
|
| |||
|
| By | /s/ Glenn H. Roder |
| ||
|
|
| Title: Vice President | |||
|
|
|
| |||
|
|
|
| |||
|
| MBIA INSURANCE CORPORATION, as | ||||
|
|
|
| |||
|
| By | /s/ Glenn H. Roder |
| ||
|
|
| Title: Vice President | |||
|
|
|
| |||
|
|
|
| |||
Receipt Acknowledged: |
|
|
| |||
|
|
|
| |||
IRON MOUNTAIN INFORMATION MANAGEMENT, INC. |
|
| ||||
|
|
|
| |||
By | /s/ Garry B. Watzke |
|
|
| ||
Title: Vice President |
|
|
| |||
2