Common use of Custodial Arrangements Clause in Contracts

Custodial Arrangements. (a) Subject to the terms and conditions of this Section 9.7, the Collateral Agent irrevocably appoints the Custodian, and the Custodian accepts such appointment to act as Custodian of the Receivable File with respect to each Receivable, which shall be delivered to the Custodian by the Servicer on or before each Borrowing Date. (b) To the extent any Receivable Files or any portion thereof are held by the Servicer in accordance with Section 9.7(a), the Servicer 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 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 Servicer shall promptly report to the Collateral Agent any material failure by it to hold such Receivable Files as herein provided and shall promptly take appropriate action to remedy such failure. In connection with holding any Receivable Files, the Servicer agrees not to assert, and shall cause any related Subservicer not to assert, any beneficial ownership interests in the Receivables. The Servicer agrees to indemnify the Collateral Agent, the other Secured Parties and the Borrower, and their respective officers, directors, employees, partners and agents for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever that may be imposed on or incurred by any such Person arising from the negligence or willful misconduct of such Servicer in holding of the Receivable Files pursuant to Section 9.7(a); provided, however, that the Servicer will not be liable to the extent that any such amount resulted from the gross negligence, bad faith or willful misconduct of such indemnified Person. (c) The Servicer shall not, without the prior written consent of the Deal Agent, deliver or release to the Borrower (prior to the Final Payout Date) or any other Person any Receivable Files (or the security interest in the related collateral, if any) except (i) to the Subservicers, (ii) in the ordinary course of its business in connection with the release of collateral securing such Receivable alter satisfaction of the related indebtedness thereunder and (iii) in connection with a purchase of a Receivable pursuant to the Receivables Purchase Agreement or the release of the Lien upon payment in full of such Receivable or as otherwise contemplated herein. (d) Upon termination of AmeriCredit as Servicer, AmeriCredit shall simultaneously be terminated as Custodian and the Successor Servicer shall act as the Custodian, in which case the Successor Servicer shall be deemed to have assumed the obligations of the Custodian specified in this Section 9.7. Upon payment in full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 9.3 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer. From time to time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, cause the original Receivable and the related Receivable File to be released to the Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is repurchased as described in Section 5.3.

Custodial Arrangements. Within ten (a10) Subject calendar days following the date hereof, the Continuing Holders will duly execute and deliver a power of attorney in a form reasonably acceptable to SII ("Power of Attorney") appointing and constituting the Persons designated therein, and each of them, with full power of substitution, as the lawful agents and attorneys-in-fact of each Continuing Holder (the "Attorneys") for the purpose of delivering and assigning hereunder the shares of Company Common Stock to be contributed by such Continuing Holder to SII in accordance with the terms hereof. Certificates in negotiable form for such shares of Company Common Stock of such Continuing Holder shall be placed in custody by such date, for the purpose of making delivery of the shares of Company Common Stock under this Agreement, pursuant to the terms and conditions of this Section 9.7, the Collateral Agent irrevocably appoints the Custodian, and the Custodian accepts such appointment to act as Custodian of the Receivable File with respect to each ReceivableCustody Agreement which shall be duly executed by such Continuing Holder by such date (other than such shares of Company Common Stock as will be acquired by the Continuing Holders upon the exercise of Company Stock Options, which shall be delivered to the Custodian by upon the Servicer on or before issuance thereof). In addition, each Borrowing Date. (b) To the extent any Receivable Files or any portion thereof are held by the Servicer in accordance with Section 9.7(a), the Servicer agrees to act with reasonable care, using that degree Continuing Holder's shares 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 itself or others, SII Common Stock and, in any eventfollowing the Merger, to exercise at least that degree of care, skill and attention that it exercises with respect to its own assets. The Servicer Surviving Corporation Common Stock shall promptly report to the Collateral Agent any material failure by it to hold such Receivable Files as herein provided and shall promptly take appropriate action to remedy such failure. In connection with holding any Receivable Files, the Servicer agrees not to assertbe delivered upon issuance to, and shall cause any related Subservicer not to assertheld by, any beneficial ownership interests in the Receivables. The Servicer agrees to indemnify the Collateral Agent, the other Secured Parties and the Borrower, and their respective officers, directors, employees, partners and agents for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever that may be imposed on or incurred by any such Person arising from the negligence or willful misconduct of such Servicer in holding of the Receivable Files pursuant to Section 9.7(a); provided, however, that the Servicer will not be liable to the extent that any such amount resulted from the gross negligence, bad faith or willful misconduct of such indemnified Person. (c) The Servicer shall not, without the prior written consent of the Deal Agent, deliver or release to the Borrower (prior to the Final Payout Date) or any other Person any Receivable Files (or the security interest in the related collateral, if any) except (i) to the Subservicers, (ii) in the ordinary course of its business in connection with the release of collateral securing such Receivable alter satisfaction of the related indebtedness thereunder and (iii) in connection with a purchase of a Receivable pursuant to the Receivables Purchase Agreement or the release of the Lien upon payment in full of such Receivable or as otherwise contemplated herein. (d) Upon termination of AmeriCredit as Servicer, AmeriCredit shall simultaneously be terminated as Custodian and the Successor Servicer shall act as the Custodian, in which case the Successor Servicer shall be deemed to have assumed the obligations of the Custodian specified in this Section 9.7. Upon payment in full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate the Custody Agreement. Each Continuing Holder severally agrees that the shares of an officer Company Common Stock and SII Common Stock (and, following the Merger, Surviving Corporation Common Stock) represented by the certificates to be held in custody for him or it under the Custody Agreement will be held for the benefit of and coupled with and subject to the interest of SII (and, following the Merger, the Surviving Corporation) hereunder, that the arrangements made by such Continuing Holder for such custody and the appointment of the Servicer (which certificate Attorneys by such Continuing Holder will be irrevocable, and that the obligations of such Continuing Holder hereunder and under the Custody Agreement shall include a statement to not be terminated by operation of law, whether by the effect that all amounts received in connection with death or incapacity of the Continuing Holder or the occurrence of any other event. If the Continuing Holder should die or become incapacitated or if any other such payments which are required to be deposited in event should occur before the Collection Account pursuant to Section 9.3 have been so deposited) and shall request delivery of the Receivable shares of Company Common Stock hereunder, certificates for such securities shall be delivered by the Attorneys in accordance with the terms and Receivable File conditions of this Agreement and the Custody Agreement and actions taken by the Attorneys pursuant to the Servicer. From time to time Power of Attorney or the Custody Agreement shall be as appropriate for servicing and enforcing valid as if such death, incapacity or other event had not occurred, regardless of whether or not the Attorneys, or any Receivableof them, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, cause the original Receivable and the related Receivable File to be released to the Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is repurchased as described in Section 5.3have received notice thereof.

Custodial Arrangements. (a) Subject Certificates in negotiable form for the Securities to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under the relevant Custody Agreement made with the Custodian. Each Selling Shareholder agrees that the shares represented by the certificates held in custody for such Selling Shareholder under such Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Securities hereunder, certificates for such Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Section 9.7Agreement as if such death or other event or termination had not occurred, the Collateral Agent irrevocably appoints the Custodian, and regardless of whether or not the Custodian accepts shall have received notice of such appointment death or other event or termination. Pursuant to the Power of Attorney, in the form attached hereto as Exhibit C, granted by each such Selling Shareholder, Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx will act as Custodian representatives of the Receivable File with respect to Selling Shareholders. The foregoing representatives (the “Representatives of the Selling Shareholders”) are authorized, on behalf of each ReceivableSelling Shareholder, which shall be delivered subject to the Custodian by the Servicer on or before each Borrowing Date. (b) To the extent any Receivable Files or any portion thereof are held by the Servicer in accordance with Section 9.7(a), the Servicer 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 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 Servicer shall promptly report to the Collateral Agent any material failure by it to hold such Receivable Files limitations as herein provided and shall promptly take appropriate action to remedy such failure. In connection with holding any Receivable Files, the Servicer agrees not to assert, and shall cause any related Subservicer not to assert, any beneficial ownership interests in the Receivables. The Servicer agrees to indemnify the Collateral Agent, the other Secured Parties and the Borrower, and their respective officers, directors, employees, partners and agents for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever that may be imposed on set forth therein to execute any documents necessary or incurred by any such Person arising from the negligence or willful misconduct of such Servicer in holding of the Receivable Files pursuant to Section 9.7(a); provided, however, that the Servicer will not be liable to the extent that any such amount resulted from the gross negligence, bad faith or willful misconduct of such indemnified Person. (c) The Servicer shall not, without the prior written consent of the Deal Agent, deliver or release to the Borrower (prior to the Final Payout Date) or any other Person any Receivable Files (or the security interest in the related collateral, if any) except (i) to the Subservicers, (ii) in the ordinary course of its business desirable in connection with the release of collateral securing such Receivable alter satisfaction sale of the related indebtedness thereunder and (iii) Securities to be sold hereunder by each Selling Shareholder, to make delivery of the certificates of such Securities, to receive the proceeds of the sale of such Securities, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Shareholder in connection with a purchase the sale and public offering of a Receivable pursuant the Securities, to distribute the balance of such proceeds to each such Selling Shareholder in proportion to the Receivables Purchase Agreement number of Securities sold by each such Selling Shareholder, to receive notices on behalf of each such Selling Shareholder and to take such other action as may be necessary or the release of the Lien upon payment in full of such Receivable or as otherwise contemplated herein. (d) Upon termination of AmeriCredit as Servicer, AmeriCredit shall simultaneously be terminated as Custodian and the Successor Servicer shall act as the Custodian, in which case the Successor Servicer shall be deemed to have assumed the obligations of the Custodian specified in this Section 9.7. Upon payment in full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received desirable in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 9.3 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer. From time to time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed transactions contemplated by such officer, cause the original Receivable and the related Receivable File to be released to the Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is repurchased as described in Section 5.3this Agreement.

Custodial Arrangements. Custody of Account assets will be maintained with the independent custodian selected by Client (the “Custodian”). Adviser will not have custody of any assets in the Account. Client will be solely responsible for paying all fees or charges of the Custodian. Client authorizes Adviser to give Custodian instructions for the purchase, sale, conversion, redemption, exchange or retention of any security, cash or cash equivalent or other investment for the Account. Client also authorizes and directs Adviser to instruct Custodian on Client’s behalf to (a) Subject to send Client at least quarterly a statement showing all transactions occurring in the terms and conditions of this Section 9.7, Account during the Collateral Agent irrevocably appoints period covered by the Custodianaccount statement, and the Custodian accepts such appointment to act as Custodian funds, securities and other property in the Account at the end of the Receivable File period; and (b) provide Adviser copies of all periodic statements and other reports for the Account that Custodian sends Client. The Client may open and maintain Accounts with respect any Custodian provided the Custodian is able to each Receivableprovide the Advisor with reasonable access to the Client’s Accounts for which the Advisor is responsible for the discretionary investment and reinvestment of those Assets. Additionally, the Custodian must provide the Adviser with access to the necessary trading and back office tools that will enable the Adviser to fully carry out its responsibilities under this Agreement. If the Custodian is not able to or ceases to be able to fulfill the above requirements, the Adviser will provide timely Notice to the Client. Subsequently, the Client then must close his or her Accounts with that Custodian and select a suitable replacement Custodian within five (5) business days of receipt of such Notice. Notwithstanding the above, the Adviser recommends that the Client selects TD Ameritrade Institutional (“TD Ameritrade) as Custodian. This recommendation is based on the following factors: access to and quality of research resources (even if such research resources are not for the exclusive benefit of those Clients who select TD Ameritrade as Custodian); custody services; financial responsibility; transaction capability; transaction costs; electronic trading capabilities; and products offered; with all criteria being of equal importance. It is understood that if the Client selects TD Ameritrade as Custodian, the Client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Account than would otherwise be the case. Neither Advisor, nor any of its principals or associated persons, will directly receive any portion of the brokerage commissions and/or transaction fees charged to the Client. However, in return for effecting securities brokerage transactions broker-dealers, Advisor may receive certain investment research products or services which assist Advisor in its investment decision making process for the Client, all of which shall be delivered to the Custodian by the Servicer on or before each Borrowing Date. (b) To the extent any Receivable Files or any portion thereof are held by the Servicer in accordance compliance with Section 9.7(a), the Servicer 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 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 Servicer shall promptly report to the Collateral Agent any material failure by it to hold such Receivable Files as herein provided and shall promptly take appropriate action to remedy such failure. In connection with holding any Receivable Files, the Servicer agrees not to assert, and shall cause any related Subservicer not to assert, any beneficial ownership interests in the Receivables. The Servicer agrees to indemnify the Collateral Agent, the other Secured Parties and the Borrower, and their respective officers, directors, employees, partners and agents for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever that may be imposed on or incurred by any such Person arising from the negligence or willful misconduct of such Servicer in holding 28(e) of the Receivable Files pursuant to Section 9.7(a); provided, however, that the Servicer will not be liable to the extent that any such amount resulted from the gross negligence, bad faith or willful misconduct Securities Exchange Act of such indemnified Person1934. (c) The Servicer shall not, without the prior written consent of the Deal Agent, deliver or release to the Borrower (prior to the Final Payout Date) or any other Person any Receivable Files (or the security interest in the related collateral, if any) except (i) to the Subservicers, (ii) in the ordinary course of its business in connection with the release of collateral securing such Receivable alter satisfaction of the related indebtedness thereunder and (iii) in connection with a purchase of a Receivable pursuant to the Receivables Purchase Agreement or the release of the Lien upon payment in full of such Receivable or as otherwise contemplated herein. (d) Upon termination of AmeriCredit as Servicer, AmeriCredit shall simultaneously be terminated as Custodian and the Successor Servicer shall act as the Custodian, in which case the Successor Servicer shall be deemed to have assumed the obligations of the Custodian specified in this Section 9.7. Upon payment in full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 9.3 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer. From time to time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, cause the original Receivable and the related Receivable File to be released to the Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is repurchased as described in Section 5.3.