Replacement of the Custodian Sample Clauses

Replacement of the Custodian. Each of the Issuer and the Servicer agree not to replace the Custodian unless the Rating Agency Condition has been satisfied with respect to such replacement.
Sample 1Sample 2Sample 3See All (11)
AutoNDA by SimpleDocs
Replacement of the Custodian. Each of the Issuer and the Servicer agree not to replace the Custodian then acting as custodian of the Pledged Loans and related assets unless the Rating Agency Condition has been satisfied with respect to such replacement.
Sample 1Sample 2Sample 3See All (10)
Replacement of the Custodian. The Custodian may be replaced by the Borrower with the prior consent of the Administrative Agent; provided that no such replacement shall be effective until a successor Custodian has been appointed by the Borrower, has agreed in writing to act as Custodian hereunder and has received all Loan Asset Files held by the previous Custodian. The Custodian may resign upon ten (10) Business Days notice to the Administrative Agent and the Borrower, provided that any such resignation shall not be effective until the date on which a successor Custodian has been appointed, has agreed in writing to act as Custodian hereunder and has received all Loan Asset Files held by the previous Custodian. Notwithstanding anything in this Agreement to the contrary, no successor Custodian may be appointed unless such successor Custodian meets the requirements of Section 26(a)(1) of the 1940 Act and provides a representation to this effect, reasonably satisfactory to the Borrower, the Manager and the Administrative Agent.
Sample 1Sample 2
Replacement of the Custodian. The Custodian’s duties may or must be transferred to another credit institution at any time during the existence of the Compartment in the following circumstances: (a) at the Management Company’s initiative in case of gross misconduct (faute grave) of the Custodian, in the event the Custodian’s licence to act as a credit institution is withdrawn, if insolvency or resolution banking proceedings have been or are about to be initiated against it, subject to the following conditions precedent: (i) the Management Company shall use its best endeavours to find a new custodian that meets the requirements of Article L. 214-183-II of the French Code monétaire et financier; (ii) no compensation shall be paid to the Custodian, and the remuneration of the Custodian shall be owed pro rata temporis only until the effective date of its replacement by the new custodian appointed by the Management Company; (iii) the Unitholders shall be given prior notice of the early termination of the Custodian’s duties, the measures taken to replace it and the conditions of appointment of the new custodian; (iv) the Custodian shall be replaced by a new custodian appointed by the Management Company in accordance with applicable statutes and regulations; (v) the replacement of the Custodian by a new custodian appointed by the Management Company does not affect the level of security enjoyed by the Unitholders; (vi) the Custodian shall continue to perform its duties as Custodian until its replacement by the new custodian is effective, provided the new custodian confirms, in writing, that it will assume all of the Custodian’s functions, undertakings and duties and that it accedes to these Compartment Regulations or, if no replacement is found within six (6) months from the early termination of the Custodian’s duties, until the expiry of such six (6) months period; and (vii) the Custodian shall agree to cooperate with the Management Company and the new custodian appointed by it and use its best endeavours to implement all measures to enable the new custodian to assume all of the Custodian’s functions, undertakings and duties and provide custody for the Compartment’s assets in replacement of the Custodian. (b) at the Custodian’s initiative, subject to the following conditions precedent: (i) the Custodian shall give the Management Company notice, in writing, of its decision to terminate its Custodian duties at least six (6) months before the effective date of the termination of its Custodian dut...
Sample 1

Related to Replacement of the Custodian

  • Appointment of the Custodian The Trustee may, with the consent of the Master Servicer and the Company, or shall, at the direction of the Company and the Master Servicer, appoint custodians who are not Affiliates of the Company, the Master Servicer or any Seller to hold all or a portion of the Custodial Files as agent for the Trustee, by entering into a Custodial Agreement. Notwithstanding anything to the contrary contained herein, the Company, Master Servicer and Trustee acknowledge that the functions of the Trustee hereunder with respect to the acceptance, custody, inspection and release of Custodial Files, and the preparation and delivery of the Interim Certification required pursuant to Section 2.02, shall be performed by the Custodian as and to the extent set forth in the Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with the terms of each Custodial Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related custodian for the benefit of the Certificateholders. Each custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Custodial File. Each Custodial Agreement, with respect to the Custodial Files, may be amended only as provided in Section 11.01. The Trustee shall notify the Certificateholders of the appointment of any custodian (other than the custodian appointed as of the Closing Date) pursuant to this Section 8.11.

  • DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE CUSTODIAN IN THE UNITED STATES

  • Responsibility of the Custodian In performing its duties and obligations hereunder, the Custodian shall use reasonable care under the facts and circumstances prevailing in the market where performance is effected. Subject to the specific provisions of this Section, the Custodian shall be liable for any direct damage incurred by the Fund in consequence of the Custodian's negligence, bad faith or willful misconduct. In no event shall the Custodian be liable hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement even if the Custodian has been advised of the possibility of such damages. It is agreed that the Custodian shall have no duty to assess the risks inherent in the Fund's Investments or to provide investment advice with respect to such Investments and that the Fund as principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer.

  • DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

  • Resignation and Removal of Depositary; the Custodian The Depositary may resign as Depositary by written notice of its election to do so delivered to the Company, or be removed as Depositary by the Company by written notice of such removal delivered to the Depositary. The Depositary may appoint substitute or additional Custodians and the term "Custodian" refers to each Custodian or all Custodians as the context requires.

  • Administrative Duties of the Custodian The Custodian shall perform the following administrative duties with respect to Investments of the Fund.

  • Appointment of Subservicer The Servicer may at any time appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection therewith (other than with respect to the appointment of CNHICA, as subservicer, with respect to the Receivables); and provided further, that the Servicer shall remain obligated and be liable to the Issuing Entity, the Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of any subservicer shall be as agreed between the Servicer and such subservicer from time to time and none of the Issuing Entity, the Trustee, the Indenture Trustee, the Certificateholders or the Noteholders shall have any responsibility therefor.

  • of the Custodial Agreement The Trust hereby acknowledges and agrees to the terms of the Custodial Agreement.

  • Obligations of the Depositary, the Custodian and the Company The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

  • THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!