Appointment of Custodian; Acknowledgment of Receipt Sample Clauses

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor as Custodian to maintain custody of the Receivable Files pertaining to the Receivables. The Custodian hereby acknowledges that the Depositor may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity pursuant to the Further Transfer Agreements. The Custodian hereby agrees, in connection with any such sale, transfer and assignment, to act as Custodian for the benefit of the Issuing Entity with respect to those Receivables of which from time to time the Issuing Entity is the Owner. The Custodian acknowledges that the Issuing Entity has pledged the Receivables to the Indenture Trustee under the Indenture and agrees to hold the Receivables on behalf of the Issuing Entity and the Indenture Trustee for the benefit of the Secured Parties. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that the Custodian exercises with respect to files relating to comparable motor vehicle related property that the Custodian services and holds for itself or others. The Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables.
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Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, ACOLT hereby appoints Ally Financial as the Custodian, and Ally Financial hereby accepts such appointment, to act as agent of ACOLT, to maintain custody of the following documents or instruments which shall be constructively delivered to ACOLT with respect to each Lease Asset:
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Appointment of Custodian; Acknowledgment of Receipt. (a) Subject to the terms and conditions hereof, the Issuer, the Issuer Loan Trustee for the benefit of the Issuer and the Indenture Trustee hereby revocably appoint 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 Issuer, the Issuer Loan Trustee for the benefit of the Issuer, and the Indenture Trustee, to maintain exclusive custody of the Loan Notes relating to the Loans and related assets from time to time owned by the Issuer and the Issuer Loan Trustee for the benefit of the Issuer and pledged to the Indenture Trustee; provided, however, if the Servicer implements its own imaging system for Loan Notes, the Servicer shall provide (1) written notice to the Custodian that the Servicer will maintain custody of the Loan Notes representing Additional Loans that are transferred to the Issuer as of or after such date (and any Loan Notes released to the Servicer pursuant to Section 3(c) as of or after such date) and (2) an Officer’s Certificate to the Indenture Trustee as provided for in Section 3.11(d) of the Sale and Servicing Agreement. Except as specifically set forth in Section 3(c) herein, if the Servicer elects to exercise its option to maintain custody of the Loan Notes representing such Additional Loans, the Custodian will continue to maintain exclusive custody of the Loan Notes previously delivered to it. Notwithstanding the previous sentence, the Custodian will not have any responsibility for any Additional Loans that the Servicer holds after the Servicer exercises its right to maintain custody of the Loan Notes representing such Additional Loans. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using the 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 consumer loans or other similar loan products that it holds for itself or other third parties. The Custodian shall, during the term of this Agreement, provide the services enumerated in this Agreement and in Appendix I hereto (the “Statement of Work”). For purposes of this Agreement, “
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Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, ABLT hereby appoints Ally Financial as the Custodian, and Ally Financial hereby accepts such appointment, to act as agent of ABLT, to maintain custody of the following documents or instruments which shall be constructively delivered to ABLT with respect to each Lease Asset:
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Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions of the Original Custodian Agreement, the Owner Trustee on behalf of the Trust and the Indenture Trustee on behalf of the Noteholders revocably appointed the Custodian, and the Custodian accepted such appointment, as custodian and bailee and subject to the terms and conditions hereof, the Owner Trustee on behalf of the Trust and the Indenture Trustee on behalf of the Noteholders hereby confirms such revocable appointment of the Custodian, and the Custodian hereby confirms its acceptance of such appointment, as custodian and bailee. Pursuant to the Indenture, from and after the Initial Closing Date through the date of release (such date, the "Release Date") of the security interest granted to the Indenture Trustee in respect of the Secured Obligations pursuant to the terms of the Indenture the Custodian shall not be acting as agent of the Trust, but rather shall be acting as agent of the Indenture Trustee for the benefit of the Noteholders in respect of the Secured Obligations to maintain exclusive custody of the Receivables Files relating to the Receivables from time to time held as part of the Trust. 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 itself or others. The Custodian hereby acknowledges that on the Initial Closing Date, it received the Receivable File for each Receivable listed on the Initial Closing Date in the Schedule of Receivables attached as Exhibit A to the Original Sale and Servicing Agreement (the "Master Schedule of Receivables") and that on each subsequent Transfer Date, it received the Receivable File for each Receivable listed in the Schedule of Receivables attached as Exhibit A to the related Transfer Agreement and made part of the Master Schedule of Receivables. As evidence of such acknowledgement, the Custodian executed and delivered on the Initial Closing Date, and on each subsequent Transfer Date, a Custodian's Acknowledgment substantially in the form attached to the Original Custodian Agreement. In connection with each conveyance of Receivables to the Trust pursuant to each Transfer Agreement from and after the date of this Custodian Agreement the Custodian shall execute and deliver on the applicable Transfer Date a Custodian's Ackno...
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Related to Appointment of Custodian; Acknowledgment of Receipt

  • Acknowledgment of Receipt The Guarantor acknowledges receipt of a copy of this Guaranty and each of the Loan Documents.

  • Appointment of Repo Custodian Upon the terms and conditions set forth in this Agreement, Repo Custodian is hereby appointed by the Funds to act as the custodian for the Participating Funds to hold cash, Cash Collateral and Securities for the purpose of effecting repurchase transactions for the Participating Funds through the Joint Trading Account pursuant to the Master Agreement. Repo Custodian hereby acknowledges the terms of the Master Agreement between the Funds and Seller (attached as an Exhibit hereto), as amended from time to time, and agrees to abide by the provisions thereof to the extent such provisions relate to the responsibilities and operations of Repo Custodian hereunder.

  • Appointment of Servicer; Acceptance of Appointment Subject to Section 6.05 and Article VII, the Issuer hereby appoints the Servicer, and the Servicer, as an independent contractor, hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the Issuer or any assignee thereof in accordance with the terms of this Agreement and applicable law. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Agreement.

  • Appointment of Custodian On behalf of each of its Portfolios, each Fund hereby employs and appoints the Custodian as a custodian, subject to the terms and provisions of this Agreement. Each Fund shall deliver to the Custodian, or shall cause to be delivered to the Custodian, cash, securities and other assets owned by each of its Portfolios from time to time during the term of this Agreement and shall specify to which of its Portfolios such cash, securities and other assets are to be specifically allocated.

  • Appointment of Receiver, Etc (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Holdings, any Borrower or any of the Restricted Subsidiaries in an involuntary case under any Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, state or foreign Law; (ii) an involuntary case shall be commenced against Holdings, any Borrower or any of the Restricted Subsidiaries under any Debtor Relief Law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Holdings, any Borrower or any of the Restricted Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Holdings, any Borrower or any of the Restricted Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Holdings, any Borrower or any of the Restricted Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or (iii a moratorium under the laws of the United Kingdom is declared in respect of any Indebtedness of a Foreign Credit Party organized under the laws of England and Wales; or

  • Director’s Representation and Acknowledgment The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

  • Appointment of Contractor The Company hereby appoints the Contractor to perform the Services for the benefit of the Company as hereinafter set forth, and the Company hereby authorizes the Contractor to exercise such powers as provided under this Agreement. The Contractor accepts such appointment on the terms and conditions herein set forth.

  • Appointment of Supplemental Agents (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent and the Collateral Agent are hereby authorized to appoint an additional individual or institution selected by the Administrative Agent or the Collateral Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

  • APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS, WARRANTIES, AND COVENANTS 1. (a) The Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an "Account"; collectively, the "Accounts") shall be in the name of the Fund.

  • Appointment of Custodians The Trustee may, with the consent of the Depositor and the Master Servicer appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. The appointment of any Custodian may at any time be terminated and a substitute Custodian appointed therefor upon the reasonable request of the Master Servicer to the Trustee, the consent to which shall not be unreasonably withheld. The Trustee shall pay any and all fees and expenses of any Custodian in accordance with each Custodial Agreement (provided that if expenses of the kind that would be reimbursable to the Trustee pursuant to Section 8.05 if incurred by the Trustee are incurred by the Custodian, the Trustee shall be entitled to reimbursement under Section 8.05 for such kind of expenses to the extent the Trustee has paid such expenses on behalf of the Custodian or for which the Trustee has reimbursed the Custodian). The Trustee initially appoints the Custodian as Custodian, and the Depositor and the Master Servicer consent to such appointment. Subject to Article VIII hereof, the Trustee agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders having an interest in any Mortgage File held by such Custodian. Each Custodian shall be a depository institution or trust company subject to supervision by federal or state authority, shall have combined capital and surplus of at least $10,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 11.01. In no event shall the appointment of any Custodian pursuant to a Custodial Agreement diminish the obligations of the Trustee hereunder.

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