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

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.

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 and Servicing 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.

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 and Servicing 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 Initial Receivable listed on the Schedule of Initial Receivables.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Seller hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor Seller as Custodian to maintain custody of the Receivable Files pertaining to the Receivables. The Custodian hereby acknowledges that the Depositor Seller may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity 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 Custodian for the benefit of the Issuing Entity Issuer with respect to those Receivables of which from time to time the Issuing Entity Issuer is the OwnerOwner (as defined in the Pooling and Servicing Agreement). The Custodian acknowledges that the Issuing Entity Issuer 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 receivable files relating to comparable motor vehicle related property automotive receivables 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.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Seller hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor Seller as Custodian to maintain custody of the Receivable Eligible Receivables Files pertaining to the ReceivablesEligible Receivables conveyed to the Seller from time to time under the Pooling and Servicing Agreement. The Custodian hereby acknowledges that the Depositor may Seller desires to sell, transfer and assign all of its right, title and interest in, to and under such Eligible Receivables and this Custodian Agreement to the Issuing Entity Issuer pursuant to the Further Transfer AgreementsTrust Sale and Servicing Agreement. The Custodian hereby agrees, in connection with any such sale, transfer and assignment, to act as Custodian for the benefit of the Issuing Entity Issuer with respect to those Receivables of which from time to time the Issuing Entity is the Ownersuch Receivables. The Custodian acknowledges that the Issuing Entity has pledged the Receivables Subject to the Indenture Trustee under terms and conditions hereof and at the Indenture and agrees to hold the Receivables on behalf request of the Issuing Entity Seller, GMAC hereby appoints the Custodian, and the Indenture Trustee for the benefit Custodian hereby accepts such appointment, to act as agent of GMAC as Custodian to maintain custody of the Secured PartiesRetained Receivables Files pertaining to the Retained Receivables. 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 receivable files relating to comparable motor vehicle related property wholesale receivables that the Custodian services and holds for itself or others. The Custodian hereby acknowledges receipt of the Receivables Files for (i) each Eligible Receivable File for conveyed to the Seller and (ii) each Retained Receivable listed on the Schedule of Receivablesdate hereof.

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 [Initial] Receivable listed on the Schedule of [Initial] Receivables.

Appointment of Custodian; Acknowledgment of Receipt. Subject to --------------------------------------------------- the terms and conditions hereof, the Depositor Seller hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor Seller as Custodian to maintain custody of the Receivable Files pertaining to the ReceivablesReceivables for which from time to time the Seller is the Holder thereof. The Custodian hereby acknowledges that the Depositor Seller may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity Owner Trustee and the Indenture Trustee pursuant to the Further Transfer and Servicing 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 Owner Trustee and the Indenture Trustee 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 Owner 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 Partiesare Holders. 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 receivable files relating to comparable motor vehicle related property medium and heavy duty truck, bus and trailer receivables 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.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Seller hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor Seller as Custodian to maintain custody of the Receivable Files pertaining to the Receivables. The Custodian hereby acknowledges that the Depositor Seller may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity 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 Custodian for the benefit of the Issuing Entity Issuer with respect to those Receivables of which from time to time the Issuing Entity Issuer is the OwnerOwner (as defined in the Pooling and Servicing Agreement). The Custodian acknowledges that the Issuing Entity Issuer 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 receivable files relating to comparable motor vehicle related property automotive receivables 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 Initial Receivables.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Seller hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor Seller as Custodian to maintain custody of the Receivable Files pertaining to the ReceivablesReceivables for which from time to time the Seller is the Holder thereof. The Custodian hereby acknowledges that the Depositor Seller may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity 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 Custodian for the benefit of the Issuing Entity Issuer with respect to those Receivables of which from time to time the Issuing Entity Issuer 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 PartiesHolder. 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 receivable files relating to comparable motor vehicle related property medium and heavy duty truck, bus and trailer receivables 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.

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 Transferred Receivables Files pertaining to the ReceivablesReceivables conveyed to the Depositor from time to time under the Pooling and Servicing Agreement. The Custodian hereby acknowledges that the Depositor may sell, desires to transfer and assign all of its right, title and interest in, to and under such Receivables and this Custodian Agreement to the Issuing Entity pursuant to the Further Transfer AgreementsTrust Sale and Servicing Agreement. 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 Ownersuch Receivables. The Custodian acknowledges that the Issuing Entity has pledged the Receivables Subject to the Indenture Trustee under terms and conditions hereof and at the Indenture and agrees to hold the Receivables on behalf request of the Issuing Entity Depositor, the Seller hereby appoints the Custodian, and the Indenture Trustee for the benefit Custodian hereby accepts such appointment, to act as agent of the Secured PartiesSeller as Custodian to maintain custody of the Retained Receivables Files pertaining to the Retained Receivables. 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 receivable files relating to comparable motor vehicle related property wholesale receivables that the Custodian services and holds for itself or others. The Custodian hereby acknowledges receipt of the Receivable File Receivables Files for (i) each Receivable listed conveyed to the Depositor and (ii) each Retained Receivable on the Schedule of Receivablesdate hereof.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Seller hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor Seller as Custodian to maintain custody of the Receivable Files pertaining to the Receivables. The Custodian hereby acknowledges that the Depositor Seller may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity 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 Custodian for the benefit of the Issuing Entity Issuer with respect to those Receivables of which from time to time the Issuing Entity Issuer is the Owner. The Custodian acknowledges that the Issuing Entity Issuer 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 receivable files relating to comparable motor vehicle related property automotive receivables 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.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Seller hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor Seller as Custodian to maintain custody of the Receivable Eligible Receivables Files pertaining to the ReceivablesEligible Receivables conveyed to the Seller from time to time under the Pooling and Servicing Agreement. The Custodian hereby acknowledges that the Depositor may Seller cust-v5.fin desires to sell, transfer and assign all of its right, title and interest in, to and under such Eligible Receivables and this Custodian Agreement to the Issuing Entity Issuer pursuant to the Further Transfer AgreementsTrust Sale and Servicing Agreement. The Custodian hereby agrees, in connection with any such sale, transfer and assignment, to act as Custodian for the benefit of the Issuing Entity Issuer with respect to those Receivables of which from time to time the Issuing Entity is the Ownersuch Receivables. The Custodian acknowledges that the Issuing Entity has pledged the Receivables Subject to the Indenture Trustee under terms and conditions hereof and at the Indenture and agrees to hold the Receivables on behalf request of the Issuing Entity Seller, GMAC hereby appoints the Custodian, and the Indenture Trustee for the benefit Custodian hereby accepts such appointment, to act as agent of GMAC as Custodian to maintain custody of the Secured PartiesRetained Receivables Files pertaining to the Retained Receivables. 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 receivable files relating to comparable motor vehicle related property wholesale receivables that the Custodian services and holds for itself or others. The Custodian hereby acknowledges receipt of the Receivables Files for (i) each Eligible Receivable File for conveyed to the Seller and (ii) each Retained Receivable listed on the Schedule of Receivablesdate hereof.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Seller hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor Seller as Custodian to maintain custody of the Receivable Files pertaining to the ReceivablesReceivables for which from time to time the Seller is the Holder thereof. The Custodian hereby acknowledges that the Depositor Seller may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity Owner Trustee and the Indenture Trustee pursuant to the Further Transfer and Servicing 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 Owner Trustee and the Indenture Trustee 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 Owner 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 Partiesare Holders. 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 receivable files relating to comparable motor vehicle related property medium and heavy duty truck, truck chassis, bus and trailer receivables 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.

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 Eligible Receivables Files pertaining to the ReceivablesEligible Receivables conveyed to the Depositor from time to time under the Pooling and Servicing Agreement. The Custodian hereby acknowledges that the Depositor may sell, desires to transfer and assign all of its right, title and interest in, to and under such Eligible Receivables and this Custodian Agreement to the Issuing Entity pursuant to the Further Transfer AgreementsTrust Sale and Servicing Agreement. 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 Ownersuch Receivables. The Custodian acknowledges that the Issuing Entity has pledged the Receivables Subject to the Indenture Trustee under terms and conditions hereof and at the Indenture and agrees to hold the Receivables on behalf request of the Issuing Entity Depositor, GMAC hereby appoints the Custodian, and the Indenture Trustee for the benefit Custodian hereby accepts such appointment, to act as agent of GMAC as Custodian to maintain custody of the Secured PartiesRetained Receivables Files pertaining to the Retained Receivables. 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 receivable files relating to comparable motor vehicle related property wholesale receivables that the Custodian services and holds for itself or others. The Custodian hereby acknowledges receipt of the Receivables Files for (i) each Eligible Receivable File for conveyed to the Depositor and (ii) each Retained Receivable listed on the Schedule of Receivablesdate hereof.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Collateral Agent hereby revocably appoints the Custodian, 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 custodian 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 bailee on behalf of the Issuing Entity and the Indenture Trustee Collateral Agent (for the benefit of the Secured Parties) to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time 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 Custodian exercises capacity of a custodian would exercise with respect to files relating to comparable motor vehicle related property automotive or other receivables that the Custodian it services and or holds for itself or others, and, in any event, to exercise at least that degree of care, skill and attention that it exercises with respect to its own assets. The Custodian Custodian, as of each Funding Date with respect to the Receivables sold or contributed on such date, hereby acknowledges receipt of the Receivable File for each Receivable listed in the Schedules of Receivables attached to the related Supplement, subject to any exceptions noted on the applicable Custodian’s Acknowledgment. As evidence of its acknowledgement of such receipt of such Receivables Files, the Custodian shall execute and deliver on each Borrowing Date with respect to the Receivables sold or contributed on such date, the Custodian’s Acknowledgement in the form attached hereto as Schedule of Receivables.A.

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 Eligible Receivables Files pertaining to the ReceivablesEligible Receivables conveyed to the Depositor from time to time under the Pooling and Servicing Agreement. The Custodian hereby acknowledges that the Depositor may desires to sell, transfer and assign all of its right, title and interest in, to and under such Eligible Receivables and this Custodian Agreement to the Issuing Entity pursuant to the Further Transfer AgreementsTrust Sale and Servicing Agreement. 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 Ownersuch Receivables. The Custodian acknowledges that the Issuing Entity has pledged the Receivables Subject to the Indenture Trustee under terms and conditions hereof and at the Indenture and agrees to hold the Receivables on behalf request of the Issuing Entity Depositor, GMAC hereby appoints the Custodian, and the Indenture Trustee for the benefit Custodian hereby accepts such appointment, to act as agent of GMAC as Custodian to maintain custody of the Secured PartiesRetained Receivables Files pertaining to the Retained Receivables. 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 receivable files relating to comparable motor vehicle related property wholesale receivables that the Custodian services and holds for itself or others. The Custodian hereby acknowledges receipt of the Receivables Files for (i) each Eligible Receivable File for conveyed to the Depositor and (ii) each Retained Receivable listed on the Schedule of Receivablesdate hereof.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Seller hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor Seller as Custodian to maintain custody of the Receivable Files pertaining to the Receivables. The Custodian hereby acknowledges that the Depositor Seller may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity Issuer pursuant to the Further Second Step Transfer and Servicing 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 Issuer with respect to those Receivables of which from time to time the Issuing Entity Issuer is the OwnerOwner (as defined in the Pooling and Servicing Agreement). The Custodian acknowledges that the Issuing Entity Issuer 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 receivable files relating to comparable motor vehicle related property automotive receivables 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 Initial Schedule of Receivables.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Collateral Agent hereby revocably appoints the Custodian, 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 custodian 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 bailee on behalf of the Issuing Entity and the Indenture Trustee Collateral Agent (for the benefit of the Secured Parties) to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time 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 Custodian exercises capacity of a custodian would exercise with respect to files relating to comparable motor vehicle related property automotive or other receivables that the Custodian it services and or holds for itself or others, and, in any event, to exercise at least that degree of care, skill and attention that it exercises with respect to its own assets. The Custodian Custodian, as of each Receivables Transfer Date with respect to the Receivables sold on such date, hereby acknowledges receipt of the Receivable File for each Receivable listed in the Schedules of Receivables attached to the related Supplement, subject to any exceptions noted on the applicable Custodian's Acknowledgment. As evidence of its acknowledgement of such receipt of such Records, the Custodian shall execute and deliver on each Receivables Transfer Date with respect to the Receivables sold on such date, the Custodian's Acknowledgement in the form attached hereto as Schedule of Receivables.A.

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 and Servicing 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 [Initial] Receivable listed on the Schedule of [Initial] Receivables.

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 Eligible Receivables Files pertaining to the ReceivablesEligible Receivables conveyed to the Depositor from time to time under the Pooling and Servicing Agreement. The Custodian hereby acknowledges that the Depositor may sell, desires to transfer and assign all of its right, title and interest in, to and under such Eligible Receivables and this Custodian Agreement to the Issuing Entity pursuant to the Further Transfer AgreementsTrust Sale and Servicing Agreement. 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 Ownersuch Receivables. The Custodian acknowledges that the Issuing Entity has pledged the Receivables Subject to the Indenture Trustee under terms and conditions hereof and at the Indenture and agrees to hold the Receivables on behalf request of the Issuing Entity Depositor, the Seller hereby appoints the Custodian, and the Indenture Trustee for the benefit Custodian hereby accepts such appointment, to act as agent of the Secured PartiesSeller as Custodian to maintain custody of the Retained Receivables Files pertaining to the Retained Receivables. 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 receivable files relating to comparable motor vehicle related property wholesale receivables that the Custodian services and holds for itself or others. The Custodian hereby acknowledges receipt of the Receivables Files for (i) each Eligible Receivable File for conveyed to the Depositor and (ii) each Retained Receivable listed on the Schedule of Receivablesdate hereof.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Seller hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor Seller as Custodian to maintain custody of the Receivable Files pertaining to the Receivables. The Custodian hereby acknowledges that the Depositor Seller may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity 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 Custodian for the benefit of the Issuing Entity Issuer with respect to those Receivables of which from time to time the Issuing Entity Issuer is the OwnerOwner (as defined in the Pooling and Servicing Agreement). The Custodian acknowledges that the Issuing Entity Issuer 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 receivable files relating to comparable motor vehicle related property automotive receivables 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 Initial Schedule of Receivables.

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 Eligible Receivables Files pertaining to the ReceivablesEligible Receivables conveyed to the Depositor from time to time under the Pooling and Servicing Agreement. The Custodian hereby acknowledges that the Depositor may desires to sell, transfer and assign all of its right, title and interest in, to and under such Eligible Receivables and this Custodian Agreement to the Issuing Entity Issuer pursuant to the Further Transfer AgreementsTrust Sale and Servicing Agreement. The Custodian hereby agrees, in connection with any such sale, transfer and assignment, to act as Custodian for the benefit of the Issuing Entity Issuer with respect to those Receivables of which from time to time the Issuing Entity is the Ownersuch Receivables. The Custodian acknowledges that the Issuing Entity has pledged the Receivables Subject to the Indenture Trustee under terms and conditions hereof and at the Indenture and agrees to hold the Receivables on behalf request of the Issuing Entity Depositor, GMAC hereby appoints the Custodian, and the Indenture Trustee for the benefit Custodian hereby accepts such appointment, to act as agent of GMAC as Custodian to maintain custody of the Secured PartiesRetained Receivables Files pertaining to the Retained Receivables. 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 receivable files relating to comparable motor vehicle related property wholesale receivables that the Custodian services and holds for itself or others. The Custodian hereby acknowledges receipt of the Receivables Files for (i) each Eligible Receivable File for conveyed to the Depositor and (ii) each Retained Receivable listed on the Schedule of Receivablesdate hereof.

Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor Company hereby revocably appoints (provided that such appointment may only be revoked by the CustodianSecured Party as long as there remain any obligations outstanding under the Credit Documents or the Credit Agreement, the Security Agreement and the other Credit Documents have not been duly terminated by or on behalf of the Secured Party) the Custodian and the Custodian hereby accepts such appointment, to act as agent custodian and bailee on behalf of the Depositor as Custodian Secured Party (for the benefit of the Lenders and the Hedge Counterparties) to maintain exclusive custody of the Receivable Files pertaining relating to the Receivables. The Custodian hereby acknowledges Receivables and the other Serviced Assets; PROVIDED, HOWEVER, that none of the Depositor may sellLenders, transfer the Hedge Counterparties 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 Secured Party shall be responsible for the benefit acts or omissions 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 PartiesCustodian. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of care, skill and attention that a person acting in the Custodian exercises capacity of a custodian would exercise with respect to files relating to comparable motor vehicle related property automotive or other receivables that the Custodian it services and or holds for itself or others, and, in any event, to exercise at least that degree of care, skill and attention that it exercises with respect to its own assets. The Custodian Custodian, as of each Transfer Date with respect to the Receivables sold on such date, hereby acknowledges receipt of the Receivable File for each Receivable listed in the related Schedules of Contracts, subject to any exceptions noted on the Schedule applicable Acknowledgment of ReceivablesCustodian. As evidence of its acknowledgement of such receipt of such Receivables Files, the Custodian shall execute and deliver to the Lender and the Secured Party on each Transfer Date with respect to the Receivables sold on such date, the Acknowledgement of the Custodian attached as EXHIBIT C hereto.