Common use of Appointment of Custodian; Acknowledgement of Receipt Clause in Contracts

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust and the Indenture Trustee, to maintain exclusive custody of the Receivable Files relating to Receivables from time to time pledged to the Indenture Trustee as part of the Collateral. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”). The Custodian hereby, as of the Closing Date, acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date the Custodian’s Acknowledgement attached hereto as Exhibit A (the “Custodian’s Acknowledgement”).

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee Trust Collateral Agent hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust Issuer and the Indenture TrusteeTrust Collateral Agent, to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Indenture Trustee Trust Collateral Agent as part of the CollateralOther Conveyed Property. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date, acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date the Custodian’s Acknowledgement attached hereto as Exhibit A A, (the “Custodian’s Acknowledgement”).

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee Trust Collateral Agent hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust Issuer and the Indenture TrusteeTrust Collateral Agent, to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Indenture Trustee Trust Collateral Agent as part of the CollateralOther Conveyed Property. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date, Date acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date Date, the Custodian’s Acknowledgement attached hereto as Exhibit A (the “Custodian’s Acknowledgement”).

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee Seller hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, to act as custodian and bailee on behalf agent of the Holding Trust and the Indenture Trustee, Seller as Custodian to maintain exclusive custody of the Receivable Files relating pertaining to the Receivables for which from time to time pledged the Seller is the Holder thereof. The Custodian hereby acknowledges that the Seller may sell, transfer and assign all of its right, title and interest under this Agreement to the Indenture Trustee Issuer pursuant to the Further Transfer and Servicing Agreements. The Custodian hereby agrees, in connection with any such sale, transfer and assignment, to act as part Custodian for the benefit of the CollateralIssuer with respect to those Receivables of which from time to time the Issuer is the Holder. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise Custodian exercises with respect to receivable files relating to comparable automotive or other medium and heavy duty truck, bus and trailer receivables that it the Custodian services or and holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date, hereby acknowledges receipt of the Receivable File for each Receivable listed in on the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date the Custodian’s Acknowledgement attached hereto as Exhibit A (the “Custodian’s Acknowledgement”).

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee Trust Collateral Agent hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust Issuer and the Indenture TrusteeTrust Collateral Agent, to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Indenture Trustee Trust Collateral Agent as part of the CollateralOther Conveyed Property. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date, and, with respect to any Subsequent Receivables as of the applicable Subsequent Transfer Date, acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date Date, and with respect to any Subsequent Receivables, the applicable Subsequent Transfer Date, the Custodian’s Acknowledgement attached hereto as Exhibit A A-1 or Exhibit A-2 with respect to any Subsequent Receivable (the “Custodian’s Acknowledgement”).

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust and the Indenture Trustee, to maintain exclusive custody of the Receivable Files relating to Receivables from time to time pledged to the Indenture Trustee as part of the Collateral. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”). The Custodian hereby, as of the Closing Date [and with respect to any Subsequent Receivables as of the applicable Subsequent Transfer Date], acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement [or the related Subsequent Transfer Agreement, as applicable] subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date [and with respect to any Subsequent Receivables, the applicable Subsequent Transfer Date,] the Custodian’s Acknowledgement attached hereto as Exhibit A (the “Custodian’s Acknowledgement”).

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof (including Section 5.9 hereof), the Indenture Trustee Collateral Agent hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, Custodian and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust and Collateral Agent (for the Indenture Trustee, benefit of the Secured Parties) to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Indenture Trustee held as part of the Collateral; provided, however, that neither the Collateral Agent nor any Secured Party shall be responsible for the acts or omissions of the Custodian. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of care, skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard itself or others, and, in any event, to exercise at least that degree of Care”)care, skill and attention that it exercises with respect to its own assets. The Custodian herebyCustodian, as of each Receivables Purchase Date with respect to the Closing DateReceivables sold on such date, hereby acknowledges receipt of the Receivable File for each Receivable listed in the Schedule Schedules of Receivables attached as Schedule A to the Sale and Servicing Agreement related Assignment, subject to any exceptions noted on the applicable Custodian’s Acknowledgement (as defined below)'s Acknowledgement. As evidence of its acknowledgement of such receipt of such ReceivablesRecords, the Custodian shall execute and deliver on each Receivables Purchase Date with respect to the Closing Date Receivables sold on such date, the Custodian’s 's Acknowledgement in the form attached hereto as Exhibit A (the “Custodian’s Acknowledgement”).Schedule A.

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee Trust Collateral Agent hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust Issuer and the Indenture TrusteeTrust Collateral Agent, to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Indenture Trustee Trust Collateral Agent as part of the CollateralOther Conveyed Property. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date, and, with respect to any Subsequent Receivables as of the applicable Subsequent Transfer Date, acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s 's Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date Date, and with respect to any Subsequent Receivables, the applicable Subsequent Transfer Date, the Custodian’s 's Acknowledgement attached hereto as Exhibit A A-1 or Exhibit A-2 with respect to any Subsequent Receivable (the “"Custodian’s 's Acknowledgement”").

Appointment of Custodian; Acknowledgement of Receipt. Subject to ---------------------------------------------------- the terms and conditions hereof, the Indenture Trustee Seller hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, to act as custodian and bailee on behalf agent of the Holding Trust and the Indenture Trustee, Seller as Custodian to maintain exclusive custody of the Receivable Files relating pertaining to the Receivables for which from time to time pledged the Seller is the Holder thereof. The Custodian hereby acknowledges that the Seller may sell, transfer and assign all of its right, title and interest under this Agreement to the Indenture Trustee Issuer pursuant to the Further Transfer and Servicing Agreements. The Custodian hereby agrees, in connection with any such sale, transfer and assignment, to act as part Custodian for the benefit of the CollateralIssuer with respect to those Receivables of which from time to time the Issuer is the Holder. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise Custodian exercises with respect to receivable files relating to comparable automotive or other medium and heavy duty truck, bus and trailer receivables that it the Custodian services or and holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date, hereby acknowledges receipt of the Receivable File for each Receivable listed in on the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date the Custodian’s Acknowledgement attached hereto as Exhibit A (the “Custodian’s Acknowledgement”).

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust Issuer and the Indenture Trustee, to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Indenture Trustee as part of the Collateral[Initial] Other Conveyed Property and Subsequent Other Conveyed Property. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date [and with respect to any Subsequent Receivables as of the applicable Subsequent Transfer Date], acknowledges receipt of the Receivable File (i) fully executed original of the Contract (which may contain electronic, facsimile or manual signatures) and (ii) Lien Certificate or, if such Lien Certificate has not yet been received, a copy of the application therefor, for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement [or the related Subsequent Transfer Agreement, as applicable] subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date [and with respect to any Subsequent Receivables, the applicable Subsequent Transfer Date,] the Custodian’s Acknowledgement attached hereto as Exhibit A A, (the “Custodian’s Acknowledgement”).

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee Trust Collateral Agent hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust Issuer and the Indenture TrusteeTrust Collateral Agent, to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Indenture Trustee Trust Collateral Agent as part of the CollateralOther Conveyed Property. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date, and with respect to any Subsequent Receivables as of the applicable Subsequent Transfer Date, acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date Date, and with respect to any Subsequent Receivables, the applicable Subsequent Transfer Date, the Custodian’s Acknowledgement attached hereto as Exhibit A A-1 or Exhibit A-2 with respect to any Subsequent Receivable (the “Custodian’s Acknowledgement”).

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee Trust Collateral Agent hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust Issuer and the Indenture TrusteeTrust Collateral Agent, to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Indenture Trustee Trust Collateral Agent as part of the CollateralOther Conveyed Property. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date, acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date Date, the Custodian’s Acknowledgement attached hereto as Exhibit A (the “Custodian’s Acknowledgement”).

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee to act exclusively on behalf of the Holding Trust and Indenture Trustee for the Indenture Trustee, benefit of the Noteholders to maintain exclusive custody of the Receivable Custodian Files relating to the Receivables and other related assets from time to time pledged to the Indenture Trustee as part of the CollateralTrust Estate. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, hereby with respect to the Initial Receivables and related Deposited Assets and with respect to any Subsequent Receivables and the related Deposited Assets as of the Closing applicable Funding Date, acknowledges receipt of the Receivable Custodian File for each Receivable listed in the Schedule of Receivables attached as Schedule A I to the Sale and Servicing Agreement and each applicable Assignment, subject to any exceptions noted on the Custodian’s Acknowledgement applicable Certification (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on related to the Closing Date or such Funding Date, as applicable. The Custodian acknowledges that it is holding the Custodian’s Acknowledgement attached hereto as Exhibit A (Custodian Files on behalf of and for the “Custodian’s Acknowledgement”)benefit of the Indenture Trustee, and if the Custodian is not Bay View Acceptance, to perfect the absolute assignment and transfer of the Receivables and related parts of the Trust Estate from each of the Contributor and the Depositor and to perfect the grant of a security interest in the Receivables and the related parts of the Trust Estate by the Issuer to the Indenture Trustee. The Custodian shall not assign, transfer, pledge or grant a security interest in any other person or entity to perform or carry out any of its duties, responsibilities or obligations under this Agreement. Any act or instrument purporting to effect any such assignment, transfer, pledge, grant, declaration or appointment shall be void.

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee to act exclusively on behalf of the Holding Trust and Indenture Trustee for the Indenture Trustee, benefit of the Noteholders to maintain exclusive custody of the Receivable Custodian Files relating to the Receivables and other related assets from time to time pledged to the Indenture Trustee as part of the CollateralTrust Estate. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank or other financial institution acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive receivables or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, hereby with respect to the Initial Receivables and related Deposited Assets and with respect to any Subsequent Receivables and the related Deposited Assets as of the Closing applicable Funding Date, acknowledges receipt of the Receivable Custodian File for each Receivable listed in on the Schedule of Receivables attached as Schedule A I to the Sale and Servicing Agreement and each applicable Assignment, subject to any exceptions noted on the Custodian’s Acknowledgement applicable Certification (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on related to the Closing Date or such Funding Date, as applicable. The Custodian acknowledges that it is holding the Custodian’s Acknowledgement attached hereto as Exhibit A (Custodian Files on behalf of and for the “Custodian’s Acknowledgement”)benefit of the Indenture Trustee, and if the Custodian is not Bay View Acceptance, to perfect the absolute assignment and transfer of the Receivables and related parts of the Trust Estate from each of the Contributor and the Depositor and to perfect the grant of a security interest in the Receivables and the related parts of the Trust Estate by the Issuer to the Indenture Trustee. The Custodian shall not assign, transfer, pledge or grant a security interest in any other person or entity to perform or carry out any of its duties, responsibilities or obligations under this Agreement. Any act or instrument purporting to effect any such assignment, transfer, pledge, grant, declaration or appointment shall be void.

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee Trust Collateral Agent hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust Issuer and the Indenture TrusteeTrust Collateral Agent, to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Indenture Trustee Trust Collateral Agent as part of the CollateralOther Conveyed Property. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date, acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s 's Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date Date, the Custodian’s 's Acknowledgement attached hereto as Exhibit A (the “"Custodian’s 's Acknowledgement”").

Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Indenture Trustee Trust Collateral Agent hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Holding Trust Issuer and the Indenture TrusteeTrust Collateral Agent, to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Indenture Trustee Trust Collateral Agent as part of the CollateralOther Conveyed Property. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for others (the “Standard of Care”)itself or others. The Custodian hereby, as of the Closing Date, acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date the Custodian’s Acknowledgement attached hereto as Exhibit A, with any exceptions thereto listed on Schedule I to Exhibit A (the “Custodian’s Acknowledgement”).