Common use of Appointment of Custodian Clause in Contracts

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be(a) Each Customer hereby appoints BNY Mellon as custodian of all Securities and Cash to be held under, and shall perform all in accordance with the duties terms of, this Agreement (collectively, “Assets”), and BNY Mellon hereby accepts such appointment. BNY Mellon shall keep safely all Assets of each Customer delivered to BNY Mellon pursuant to this Agreement, in accordance with the Custodian hereunder or may appoint one or more Custodians provisions of this Agreement and in accordance with applicable statutes, laws, rules and regulations which by their respective terms require BNY Mellon’s compliance with the same. BNY Mellon agrees to hold all or a portion perform its duties under this Agreement in accordance with the provisions of this Agreement and in accordance with applicable statutes, laws, rules and regulations which by their respective terms require BNY Mellon’s compliance with the same in connection with BNY Mellon’s performance of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (services set forth in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice Parties acknowledge and agree that BNY Mellon’s duties pursuant to this Agreement will be limited solely to those duties expressly undertaken pursuant to this Agreement. (b) Notwithstanding the Depositor foregoing, BNY Mellon has no obligation: (i) With respect to any Assets until they are actually received in an Account; (ii) To inquire into, make recommendations, supervise or determine the suitability of any appointment transactions affecting any Account; (iii) To determine the adequacy of title to, or the validity or genuineness of, any Assets received by it or delivered by it pursuant to this Agreement; or (iv) With respect to any matters related to: the establishment, maintenance operation or termination of a Custodian. The Certificate Administrator agrees to comply with Customer or a Series; or the terms of each Custodial Agreementoffer, to enforce the terms and provisions thereof against the Custodian for the benefit sale or distribution of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurershares of, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee interests in, a Rating Agency Confirmation. The Custodian shall Customer or a Series. (c) Cash held hereunder may be subject to additional deposit terms and conditions issued by BNY Mellon or the same obligations applicable Subcustodian from time to time, including rates of interest and standard of care as would deposit account access. (d) If a Customer engages in securities lending activities, such activities will be imposed on subject to certain additional and/or modified terms to be set forth in a separate written agreement between the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination Customer and BNY Mellon or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insureBNY Mellon Affiliate.

Appointment of Custodian. (A) The Certificate Administrator Client hereby appoints the Custodian to act as its custodian in accordance with the terms hereof and authorizes the Custodian to establish on its books, on the terms of this Agreement, the Custody Account, to be designated to show that the Securities belong to the Client and are segregated from the Custodian's assets and the Custody Cash Account and the Custodian hereby accepts such appointment. (B) Subject to the express terms of this Agreement, the Client understands and agrees that the obligations and duties hereunder of the Custodian shall bebe performed only by the Custodian or its agents, and shall not be deemed obligations or duties of any other member of the Citigroup Organization. The Client agrees that the Custodian may register or record legal title to any Securities in the name of a nominee company or a Subcustodian in the Citigroup Organization and may appoint a member of the Citigroup Organization to be a Subcustodian. (C) The Client agrees to take any such action which may be necessary and to execute further documents and provide such materials and information as may be reasonably requested by the Custodian to enable the Custodian to perform all the duties ofand obligations under this Agreement, including participation in any relevant Clearance System, and will notify the Custodian as soon as it becomes aware of any inaccuracy in such materials or information. (D) All custody services by the Custodian hereunder or may appoint one or more Custodians shall be provided in accordance with the Service Standards, a copy of which the Custodian shall supply to hold all or a portion the Client from time to time. In the event of any conflict between any term of this Global Custodial Services Agreement and any term of the Mortgage Files as agent for Service Standards, the Certificate Administrator, by entering into a Global Custodial Services Agreement shall prevail with respect to such term. (in the event the Certificate Administrator is not the CustodianE) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator Client agrees to comply with any relevant security procedures relating to the terms provision of each Custodial Agreement, to enforce the terms and provisions thereof against custody services under this Agreement which may be specified by the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with Client by any relevant Clearance System, provided the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation Client has written notice of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insuresuch procedures.

Appointment of Custodian. The Certificate Administrator As of the Closing Date, Onyx shall be, and shall perform all the duties of, be the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for Contract Documents; provided, however, that (i) the Certificate AdministratorIndenture Trustee (if the Notes have not been paid in full and the Indenture has not been satisfied and discharged) and the Issuer, with the consent of the Insurer, or (ii) the Insurer, may terminate such appointment at any time, with or without cause by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with , and upon the terms of each Custodial Agreement, to enforce execution by the terms and provisions thereof against Indenture Trustee at the Custodian for the benefit direction of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Insurer (or, if not rated by DBRSthe Notes have been paid in full and the Indenture has been satisfied and discharged, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)the Issuer at the direction of the Insurer) and “BBB” from each of S&P and Fitch, and shall be qualified to do business a letter agreement substantially in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07 form of this Agreement. Any compensation paid Exhibit A attached hereto (the "Appointment of Custodian"), revocably appointing such other entity acceptable to the Insurer as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust) to act as Custodian (the "Successor Custodian") of the Contract Documents, such Successor Custodian shall be an unreimbursable expense so appointed and shall from the effective date of such Appointment of Custodian retain custody of the Certificate AdministratorContract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle. The Certificate Administrator shall serve As of the effective date of such Appointment of Custodian, the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle will be delivered to the Successor Custodian in its capacity as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust). For so long as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party Servicer is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not of the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bondContract Documents, the coverage afforded thereunder extends to Servicer need not maintain the Custodian. In addition, Contract Documents held by it in a file area physically separate from the Custodian shall keep in force during the term of this Agreement a policy other installment sales contracts or policies of insurance covering loss occasioned loans owned or serviced by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, it or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunderAffiliates, and unless the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insureInsurer requires such segregation.

Appointment of Custodian. The Certificate Administrator As of the Closing Date, Onyx shall be, and shall perform all the duties of, be the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for Contract Documents; provided, however, that (i) the Certificate AdministratorIndenture Trustee (if the Notes have not been paid in full and the Indenture has not been satisfied and discharged) and the Issuer, with the consent of the Insurer, or (ii) the Insurer, may terminate such appointment at any time, with or without cause by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with , and upon the terms of each Custodial Agreement, to enforce execution by the terms and provisions thereof against Indenture Trustee at the Custodian for the benefit direction of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Insurer (or, if not rated by DBRSthe Notes have been paid in full and the Indenture has been satisfied and discharged, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)the Issuer at the direction of the Insurer) and “BBB” from each of S&P and Fitch, and shall be qualified to do business a letter agreement substantially in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07 form of this Agreement. Any compensation paid Exhibit A attached hereto (the "APPOINTMENT OF CUSTODIAN"), revocably appointing such other entity acceptable to the Insurer as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust) to act as Custodian (the "SUCCESSOR CUSTODIAN") of the Contract Documents, such Successor Custodian shall be an unreimbursable expense so appointed and shall from the effective date of such Appointment of Custodian retain custody of the Certificate AdministratorContract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle. The Certificate Administrator shall serve As of the effective date of such Appointment of Custodian, the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle will be delivered to the Successor Custodian in its capacity as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust). For so long as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party Servicer is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not of the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bondContract Documents, the coverage afforded thereunder extends to Servicer need not maintain the Custodian. In addition, Contract Documents held by it in a file area physically separate from the Custodian shall keep in force during the term of this Agreement a policy other installment sales contracts or policies of insurance covering loss occasioned loans owned or serviced by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, it or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunderAffiliates, and unless the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insureInsurer requires such segregation.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingTrust Interest Owners. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)A2” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch Mxxxx’x and Xxxxx’x)) and at least “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any the Mortgage Loan File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insureran insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Mxxxx’x and at least “A” by Fitch, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of the Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.Certificate

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)BBB” by Fitch and “Baa2” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or Trustee may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate AdministratorTrustee, by entering into a Custodial Agreement (in the event the Certificate Administrator Trustee is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator Trustee shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator Trustee agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)BBB+” by Fitch and “Baa1” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate AdministratorTrustee. The Certificate Administrator Trustee shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate AdministratorTrustee, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator Trustee is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be(a) Customer hereby appoints BNY Mellon as custodian of all Securities and Cash to be held under, and shall perform all in accordance with the duties terms of, the Custodian hereunder or may appoint one or more Custodians to hold this Agreement (collectively, “Assets”), and BNY Mellon hereby accepts such appointment. BNY Mellon shall keep safely all or a portion Assets of the Mortgage Files as agent for Customers delivered to BNY Mellon pursuant to this Agreement, in accordance with the Certificate Administratorprovisions of this Agreement and in accordance with applicable statutes, laws, rules and regulations which by entering into a Custodial their respective terms require BNY Mellon’s compliance with the same. BNY Mellon agrees to perform its duties under this Agreement (in accordance with the event provisions of this Agreement and in accordance with applicable statutes, laws, rules and regulations which by their respective terms require BNY Mellon’s compliance with the Certificate Administrator is not same in connection with BNY Mellon’s performance of the Custodian) that is consistent services set forth in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice Parties acknowledge and agree that BNY Mellon’s duties pursuant to such appointment will be limited solely to those duties expressly undertaken pursuant to this Agreement. (b) Notwithstanding the Depositor foregoing, BNY Mellon has no obligation: (i) With respect to any Assets until they are actually received in an Account; (ii) To inquire into, make recommendations, supervise or determine the suitability of any appointment transactions affecting any Account or to question any Instructions; (iii) To monitor the Securities in the Accounts to determine whether Customer complies with limitations on ownership or any restrictions on investors provided for by local law, regulations or market practice, or provisions in the issuer’s articles of a Custodian. The Certificate Administrator agrees incorporation or by-laws; (iv) To determine the adequacy of title to, or the validity or genuineness of, any Assets received by it or delivered by it pursuant to comply with this Agreement; or (v) With respect to any matters related to: the terms establishment, maintenance operation or termination of each Custodial AgreementCustomer; or the offer, to enforce the terms and provisions thereof against the Custodian for the benefit sale or distribution of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurershares of, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall interests in, Customer. (c) Xxxx held hereunder may be subject to additional deposit terms and conditions issued by BNY Mellon or the same obligations applicable Subcustodian from time to time, including rates of interest and standard of care as would deposit account access. (d) If Customer engages in securities lending activities, such activities will be imposed on the Certificate Administrator hereunder subject to certain additional and/or modified terms to be set forth in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination a separate written agreement between Customer and BNY Mellon or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insureBNY Mellon.

Appointment of Custodian. The Certificate Administrator Trustee shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate AdministratorTrustee, by entering into a Custodial Agreement (in the event the Certificate Administrator Trustee is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator Trustee shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator Trustee agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator Trustee to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)BBB” by Fitch and “Baa2” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate AdministratorTrustee. The Certificate Administrator Trustee shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate AdministratorTrustee, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator Trustee hereunder in connection with the retention of Mortgage Files directly by the Certificate AdministratorTrustee. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator Trustee may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator Trustee is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Morningstar (or, if not rated by DBRSDBRS Morningstar, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingTrust Interest Owners. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)A2” from Xxxxx’x and at least “A” from DBRS Morningstar (or, if not rated by DBRSDBRS Morningstar, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’xNRSROs)) and “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any the Mortgage Loan File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insureran insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Xxxxx’x, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of the Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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, shall have a long-term debt rating of at least “A (low)BBB+” by Fitch and “Baa1” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by itthe Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders Trust Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. Each Custodian shall shall: (i) except in the case of the initial Custodian, be a depository institution subject to supervision by federal or state authority, shall ; (ii) have a combined capital and surplus of at least $15,000,000; (iii) except in the case of the initial Custodian, shall have a long-long term unsecured debt rating of at least “A (low)Baa2” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) Mxxxx’x and “BBB” from each of S&P Fitch; and Fitch, and shall (iv) 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)Baa1” from DBRS (orby Mxxxx’x, “BBB+” by Fitch and if not rated by DBRSKBRA, an equivalent a rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and KBRA at least equivalent to “BBBBaa1” from each of S&P and Fitchby Mxxxx’x, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and ), “BBB” from each of S&P S&P, “BBB” by Fitch and Fitch“Baa2” from Xxxxx’x, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.loss

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) ), “Baa2” from Xxxxx’x and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Morningstar (or, if not rated by DBRSDBRS Morningstar, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’xMxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)Baa1” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) Xxxxx’x and “BBBBBB+” from each of S&P and by Fitch, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. Each Custodian shall shall: (i) except in the case of the initial Custodian, be a depository institution subject to supervision by federal or state authority, shall ; (ii) have a combined capital and surplus of at least $15,000,000, shall ; (iii) have a long-term unsecured debt rating of at least “A (lowBBB(high)” from by DBRS Morningstar (or, if not rated by DBRSDBRS Morningstar, then at least an equivalent rating by 2 two other NRSROs NRSROs); (which may include S&Piv) except in the case of the initial Custodian, Fitch and Xxxxx’x)) have a long-term unsecured debt rating of at least “Baa2” from Xxxxx’x and “BBB” from each of S&P Fitch; and Fitch, and shall (v) 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. (A) The Certificate Administrator Client hereby appoints the Custodian to act as its custodian in accordance with the terms hereof and authorizes the Custodian to establish on its books, on the terms of this Agreement, the Custody Account, to be designated to show that the Securities belong to the Client and are segregated from the Custodian's assets and the Custody Cash Account. (B) Subject to the express terms of this Agreement, the Client understands and agrees that the obligations and duties hereunder of the Custodian shall bebe performed only by the Custodian or its agents, and shall perform all not be deemed obligations or duties of any other member of the duties ofCiticorp Organization unless appointed by the Custodian, as contemplated hereby. The Client agrees that the Custodian may register or record legal title to any Securities in the name of a nominee company or a Subcustodian in the Citicorp Organization and may appoint a member of the Citicorp Organization to be a Subcustodian; provided, however, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) 's books and records shall reflect that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian such securities are held for the benefit of the Certificateholders and Serviced Companion Loan Holders Client. (C) The Client agrees to take any such action which may be necessary and to cause any Custodian appointed execute further documents and provide such materials and information as may be reasonably requested by the Certificate Administrator Custodian to enable the Custodian to perform the duties and obligations under this Agreement, including participation in any relevant Clearance System, and will notify the Custodian as soon as it becomes aware of any inaccuracy in such materials or information. (D) All custody services by the Custodian hereunder shall be provided in accordance with the Service Standards, a copy of which the Custodian may supply to the Client from time to time. In the event of any conflict between any term of this Global Custodial Services Agreement and any term of the Service Standards, the Global Custodial Services Agreement shall prevail with respect to such term. (E) The Client agrees to comply with any relevant security procedures relating to the provision of custody services under this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with Client by any relevant Clearance System, any relevant securities market, or as may be agreed to between the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, Client and the Certificate Administrator shall remain responsible for all acts and omissions of Custodian from time to time, as the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian case may self-insurebe.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or Trustee may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate AdministratorTrustee, by entering into a Custodial Agreement (in the event the Certificate Administrator Trustee is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator Trustee shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator Trustee agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and ), “BBB” by Fitch and “Baa2” from each of S&P and FitchXxxxx’x, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate AdministratorTrustee. The Certificate Administrator Trustee shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate AdministratorTrustee, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator Trustee hereunder in connection with the retention of Mortgage Files directly by the Certificate AdministratorTrustee. Upon termination or resignation of any Custodian appointed by itthe Custodian, the Certificate Administrator Trustee may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator Trustee is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for Loan File on behalf of the Certificate AdministratorTrustee, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of by S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any Mortgage hold the Loan File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insurer, an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A” by S&P or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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 $15,000,00010,000,000, shall be qualified to do business in the jurisdiction in which it holds the Mortgage Loan File and, except in the case of the initial Custodian, shall have a long-term debt rating of at least “A (low)A3” from Xxxxx’x and at least “A” from DBRS Morningstar (or, if not rated by DBRSDBRS Morningstar, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’xNRSROs)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insureran insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Xxxxx’x, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of the Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)BBB+ by Fitch and “Baa1” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)BBB” by Fitch and “Baa2” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingTrust Interest Owners. Each Custodian shall shall: (i) except in the case of the initial Custodian, be a depository institution subject to supervision by federal or state authority, shall ; (ii) have a combined capital and surplus of at least $15,000,00010,000,000; (iii) be qualified to do business in the jurisdiction in which it holds the Mortgage Loan File; and (iv) except in the case of the initial Custodian, shall have a long-term debt rating of at least “A (low)A3” from DBRS Xxxxx’x and, if rated by KBRA, an equivalent rating from KBRA (or, if not rated by DBRSKBRA, an equivalent rating by 2 other NRSROs NRSROs) (or such other rating with respect to which may include S&P, Fitch and Xxxxx’xthe Rating Agencies have each provided a Rating Agency Confirmation)) and “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any the Mortgage Loan File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insureran insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Moody’s (or if not rated by Moody’s, then an equivalent rating by any other NRSRO or A.M. Best Company), or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of the Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBBBaa1” from each of S&P and FitchMoody’s, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all As of the duties ofClosing Date, the Trustee shall be the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Contract Files; provided, however, that upon the execution by the Trustee of a letter agreement with the consent of the Insurer (such consent not to be unreasonably withheld) substantially in the form of Exhibit A attached hereto (the "Appointment of Custodian"), revocably appointing the Servicer or such other entity acceptable to the Insurer as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian Trustee to act or refrain from acting. Each as Custodian (the "Successor Custodian") of the Contract Documents, such Successor Custodian shall be so appointed and shall from the effective date of such Appointment of Custodian retain custody of the Contract Documents and any and all other documents relating to a depository institution subject Contract or the related Obligor or Financed Vehicle. As of the effective date of such Appointment of Custodian, the Contract Documents and any and all other documents relating to supervision a Contract or the related Obligor or Financed Vehicle will be delivered to the Successor Custodian in its capacity as agent of the Trustee acting as Custodian. If the Servicer is appointed Successor Custodian as of the date specified in the Appointment of Custodian, the Servicer shall maintain the Contract Documents held by federal it in a file area physically separate from the other installment sales contracts owned or state authorityserviced by it or any of its Affiliates, which area shall have a combined capital and surplus of at least $15,000,000, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitchbe clearly marked to indicate the Trust as the owner of, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense holder of the Certificate Administrator. The Certificate Administrator shall serve as security interest in, the initial Custodian and shall be deemed appointed as Custodian at all times Contract Documents; except that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not Insurer has waived the Certificate Administrator, shall maintain a fidelity bond requirement for such segregation by notice in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided writing to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to and the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly Servicer, such file area may contain contract documents for other installment sales contracts serviced by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insureServicer.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. Each Custodian shall shall: (i) except in the case of the initial Custodian, be a depository institution subject to supervision by federal or state authority, shall ; (ii) have a combined capital and surplus of at least $15,000,000; (iii) except in the case of the initial Custodian, shall have a long-long term unsecured debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P Fitch; and Fitch, and shall (iv) 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator As of the Closing Date, Bankers Trust Company of California, N.A. shall bebe the Custodian of the Contract Documents; provided, and shall perform all however, that upon the duties ofexecution by the Indenture Trustee, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Issuer (or, if not rated by DBRSthe Notes have been paid in full and the Indenture has been satisfied and discharged, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)the Issuer alone) and “BBB” from each the Servicer of S&P and Fitch, and shall a letter agreement with the consent of the Insurer (such consent not to be qualified to do business unreasonably withheld) substantially in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07 form of this Agreement. Any compensation paid Exhibit A attached hereto (the "APPOINTMENT OF CUSTODIAN"), revocably appointing the Servicer or such other entity acceptable to the Insurer as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust) to act as Custodian (the "SUCCESSOR CUSTODIAN") of the Contract Documents, such Successor Custodian shall be an unreimbursable expense so appointed and shall from the effective date of such Appointment of Custodian retain custody of the Certificate AdministratorContract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle. The Certificate Administrator shall serve as As of the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The effective date of such Appointment of Custodian, the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle will be delivered to the Successor Custodian in its capacity as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust). If the Servicer is appointed Successor Custodian is not as of the Certificate Administratordate specified in the Appointment of Custodian, the Servicer shall maintain the Contract Documents held by it in a fidelity bond in file area physically separate from the form and amount that are customary for securitizations similar to the securitization evidenced other installment sales contracts owned or serviced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy it or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunderAffiliates, which area shall be clearly marked to indicate the Issuer as the owner of, and the Certificate Administrator shall remain responsible for all acts and omissions Indenture Trustee as the holder of the Custodian. In the event the Certificate Administrator is the Custodiansecurity interest in, the Custodian Contract Documents; except that if the Insurer has waived the requirement for such segregation by notice in writing to the Indenture Trustee, the Issuer and the Servicer, such file area may self-insurecontain contract documents for other installment sales contracts serviced by the Servicer.

Appointment of Custodian. The Certificate Administrator As of the Closing Date, Onyx shall be, and shall perform all the duties of, be the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for Contract Documents; provided, however, that (i) the Certificate AdministratorIndenture Trustee (if the Notes have not been paid in full and the Indenture has not been satisfied and discharged) and the Issuer, with the consent of the Insurer, or (ii) the Insurer, may terminate such appointment at any time, with or without cause by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with , and upon the terms of each Custodial Agreement, to enforce execution by the terms and provisions thereof against Indenture Trustee at the Custodian for the benefit direction of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Insurer (or, if not rated by DBRSthe Notes have been paid in full and the Indenture has been satisfied and discharged, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)the Issuer at the direction of the Insurer) and “BBB” from each of S&P and Fitch, and shall be qualified to do business a letter agreement substantially in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07 form of this Agreement. Any compensation paid Exhibit A attached hereto (the "APPOINTMENT OF CUSTODIAN"), revocably appointing such other entity acceptable to the Insurer as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust) to act as Custodian (the "SUCCESSOR CUSTODIAN") of the Contract Documents, such Successor Custodian shall be an unreimbursable expense so appointed and shall from the effective date of such Appointment of Custodian retain custody of the Certificate AdministratorContract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle. The Certificate Administrator shall serve As of the effective date of such Appointment of Custodian, the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle will be delivered to the Successor Custodian in its capacity as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust). For so long as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party Servicer is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not of the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bondContract Documents, the coverage afforded thereunder extends to Servicer need not maintain the Custodian. In addition, Contract Documents held by it in a file area physically separate from the Custodian shall keep in force during the term of this Agreement a policy other installment sales contracts owned or policies of insurance covering loss occasioned serviced by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, it or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunderAffiliates, and unless the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insureInsurer requires such segregation.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)BBB+” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and FitchS&P, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. Each Custodian (other than the initial Custodian) shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)A3” from Xxxxx’x and at least “A” from DBRS Morningstar (or, if not rated by DBRSDBRS Morningstar, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’xNRSROs)) and “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any the Mortgage Loan File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insureran insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Xxxxx’x, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of the Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)BBB+” by Fitch and “Baa1” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and FitchMxxxx’x, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. (A) The Certificate Administrator Client hereby appoints the Custodian to act as its custodian in accordance with the terms hereof and authorizes the Custodian to establish on its books, on the terms of this Agreement, the Custody Account, to be designated to show that the Securities belong to the Client and are segregated from the Custodian's assets and the Custody Cash Account. (B) Subject to the express terms of this Agreement, the Client understands and agrees that the obligations and duties hereunder of the Custodian shall bebe performed only by the Custodian or its agents, and shall perform all not be deemed obligations or duties of any other member of the duties ofCiticorp Organization. The Client agrees that the Custodian may register or record legal title to any Securities in the name of a nominee company or a Subcustodian in the Citicorp Organization and may appoint a member of the Citicorp Organization to be a Subcustodian; provided, however, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) 's books and records shall reflect that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian such securities are held for the benefit of the Certificateholders and Serviced Companion Loan Holders client. (C) The Client agrees to take any such action which may be necessary and to cause any Custodian appointed execute further documents and provide such materials and information as may be reasonably requested by the Certificate Administrator Custodian to enable the Custodian to perform the duties and obligations under this Agreement, including participation in any relevant Clearance System, and will notify the Custodian as soon as it becomes aware of any inaccuracy in such materials or information. (D) All custody services by the Custodian hereunder shall be provided in accordance with the Service Standards, a copy of which the Custodian may supply to the Client from time to time. In the event of any conflict between any term of this Global Custodial Services Agreement and any term of the Service Standards, the Global Custodial Services Agreement shall prevail with respect to such term. (E) The Client agrees to comply with any relevant security procedures relating to the provision of custody services under this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to specified by the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly Client by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insurerelevant Clearance System.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “BBB+” by Fitch, “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBBBaa1” from each of S&P and FitchXxxxx’x, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)BBB+ by Fitch and “Baa1” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and FitchMoody’s, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)” from by DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBBBaa” from each of S&P and FitchMxxxx’x, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders Certificateholders, the Uncertificated VRR Interest Owners and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. Each Custodian shall shall: (i) except in the case of the initial Custodian, be a depository institution subject to supervision by federal or state authority, shall ; (ii) have a combined capital and surplus of at least $15,000,000, shall ; (iii) have a long-term unsecured debt rating of at least “A (lowBBB(high)” from by DBRS Morningstar (or, if not rated by DBRSDBRS Morningstar, then at least an equivalent rating by 2 two other NRSROs NRSROs); (which may include S&Piv) except in the case of the initial Custodian, Fitch and Xxxxx’x)) have a long-term unsecured debt rating of at least “Baa2” from Moody’s and “BBB” from each of S&P Fitch; and Fitch, and shall (v) 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (lowA(low)” from DBRS (or, if not rated by DBRS, an equivalent “Baa1” by Xxxxx’x and if rated by KBRA, a rating by 2 other NRSROs (which may include S&P, Fitch and KBRA at least equivalent to “Baa1” by Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)A3” from Xxxxx’x and at least “A” from DBRS Morningstar (or, if not rated by DBRSDBRS Morningstar, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’xNRSROs)) and “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any the Mortgage Loan File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insureran insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Xxxxx’x, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of the Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or Trustee may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate AdministratorTrustee, by entering into a Custodial Agreement (in the event the Certificate Administrator Trustee is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator Trustee shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator Trustee agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “BBB+” by Fitch, “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBBBaa1” from each of S&P and FitchXxxxx’x, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate AdministratorTrustee. The Certificate Administrator Trustee shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate AdministratorTrustee, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator Trustee is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator As of the Closing Date, AutoNation Financial Services, as initial Servicer, shall be, and shall perform all the duties of, be the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for Contract Documents; provided that upon the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed execution by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Indenture Trustee (or, if the Notes have been paid in full and the Indenture has been satisfied and discharged, the Issuer) of a letter agreement with the prior written consent of the Insurer (such consent not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)to be unreasonably withheld) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid revocably appointing another entity acceptable to the Insurer as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust) to act as Custodian (such Person, the "Successor Custodian") of the Contract Documents, such Successor Custodian shall be an unreimbursable expense so appointed and shall from the effective date of such agreement retain custody of the Certificate AdministratorContract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle. On or prior to the effective date of any such appointment, the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle will be delivered by the predecessor Custodian to the Successor Custodian in its capacity as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust). The Certificate Administrator Custodian may delegate or subcontract out its duties as Custodian hereunder to an entity acceptable to the Insurer; provided that no such delegation or subcontract arrangement shall serve as relieve the Custodian of its duties and obligations hereunder. The Indenture Trustee, the Seller and the Insurer hereby consent to the delegation by the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage andduties and obligations to World Omni Financial Corp., by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions agent of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all As of the duties ofClosing Date, the Trustee shall be the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Contract Files; provided, however, that upon the execution by the Trustee of a letter agreement with the consent of the Insurer (such consent not to be unreasonably withheld) substantially in the form of Exhibit A attached hereto (the "Appointment of Custodian"), revocably appointing the Servicer or such other entity acceptable to the Insurer as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian Trustee to act or refrain from acting. Each as Custodian (the "Successor Custodian") of the Contract Documents, such Successor Custodian shall be so appointed and shall from the effective date of such Appointment of Custodian retain custody of the Contract Documents and any and all other documents relating to a depository institution subject Contract or the related Obligor or Financed Vehicle. As of the effective date of such Appointment of Custodian, the Contract Documents and any and all other documents relating to supervision a Contract or the related Obligor or Financed Vehicle will be delivered to the Successor Custodian in its capacity as agent of the Trustee acting as Custodian. If the Servicer is appointed Successor Custodian as of the date specified in the Appointment of Custodian, the Servicer shall maintain the Contract Documents held by federal it in a file area physically separate from the other installment sales contracts owned or state authorityserviced by it or any of its Affiliates, which area shall have a combined capital and surplus of at least $15,000,000, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitchbe clearly marked to indicate the Trust as the owner of, and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only Insurer as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense holder of the Certificate Administrator. The Certificate Administrator shall serve as security interest in, the initial Custodian and shall be deemed appointed as Custodian at all times Contract Documents; except that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not Insurer has waived the Certificate Administrator, shall maintain a fidelity bond requirement for such segregation by notice in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided writing to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to and the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly Servicer, such file area may contain contract documents for other installment sales contracts serviced by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insureServicer.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)BBB+” by Fitch and “Baa1” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall beTrustee is hereby directed to, and shall perform all pursuant to such direction and in accordance with the duties ofprovisions of Section 9.11 of the Standard Terms the Trustee hereby does, appoint SunTrust Bank as Custodian, and the Trustee accepts the assignment of the Custodial Agreement under Section 2.01 of this Agreement, as it relates to the Mortgage Loans. Pursuant to Section 2.02(f) of the Standard Terms, the Depositor acknowledges the appointment of the Custodian and agrees to deliver, or cause to be delivered, to the Custodian the applicable Mortgage Loan documents that are to be included in the respective Trustee Mortgage Loan File for each Mortgage Loan. The Depositor and the Custodian acknowledge that, pursuant to any existing Custodial Agreement entered into between the Custodian and any predecessor in interest of the Depositor, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion previously acted as custodian for such predecessor in interest and that in connection with the formation of the Mortgage Files as agent for Trust Fund, the Certificate Administrator, by entering into a Depositor shall assign each such Custodial Agreement (but solely with respect to the related Mortgage Loans) to the Trustee and cause a receipt to be issued in the name of the Trustee. So long as SunTrust Bank shall be the Custodian, in the event the Certificate Administrator is not the such Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a ’s long-term senior unsecured debt rating falls below “BBB”, in the case of at least Fitch, or “A (low)” from DBRS (orBBB-”, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include in the case of S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of terminated under the Certificate Administrator. The Certificate Administrator shall serve as Custodial Agreement with respect to the initial Custodian Mortgage Loans and shall be deemed appointed as Custodian at all times that no other party is so appointed transfer the respective Trustee Mortgage Loan File for each Mortgage Loan to a successor custodian acceptable to the Rating Agencies and otherwise in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form provisions of Sections 10 and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions 11 of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insureCustodial Agreement.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian). The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)BBB” by Fitch and “Baa” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and FitchMxxxx’x, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10Custodian. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-self insure.

Appointment of Custodian. The Certificate Securities Administrator shall be, and shall perform all is hereby appointed as Custodian for the duties ofpurposes of this Agreement. If the Securities Administrator is no longer acting as the Custodian hereunder, the Custodian hereunder or may Trustee may, with the consent of the Depositor and the Servicer, appoint one or more Custodians to hold all or a portion of replace the Mortgage Files as agent for the Certificate Administrator, by entering initial Custodian and shall cause such successor Custodian to enter into a Custodial Agreement (custodial agreement in a form acceptable to the Depositor and the Servicer. In the event the Certificate Securities Administrator is not resigns as Custodian, the Custodian) that is consistent successor Custodian shall be entitled to a fee payable by the Securities Administrator in all material respects with an amount agreed to between the successor Custodian and the Securities Administrator. Subject to this Agreement. The Certificate Administrator shall give prompt written notice to Article IX, the Depositor of any appointment of a Custodian. The Certificate Administrator Trustee agrees to comply with the terms of each Custodial Agreement, custodial agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 10,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Notwithstanding the foregoing, to the extent the Trustee appoints one or more Custodians with respect to more than 5% of the aggregate Pool Stated Principal Balance of Loan Group 1, Loan Group 2 and Loan Group 3, the Trustee shall cause such Custodian to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement may be amended only and deliver such report to the Securities Administrator as provided set forth in Section 12.07 3.22 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or Trustee may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate AdministratorTrustee, by entering into a Custodial Agreement (in the event the Certificate Administrator Trustee is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator Trustee shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator Trustee agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’xMxxxx’x)) and “BBBBaa1” from each of S&P and FitchMxxxx’x, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate AdministratorTrustee. The Certificate Administrator Trustee shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate AdministratorTrustee, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator Trustee named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator Trustee from any of its obligations hereunder, and the Certificate Administrator Trustee shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator Trustee is the Custodian, the Custodian may self-insure.

Appointment of Custodian. (a) The Certificate Administrator Custodian shall be, at all times be (i) an entity duly organized and shall perform all validly existing under the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion laws of the Mortgage Files as agent for the Certificate AdministratorUnited States of America or any state thereof, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodianii) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds a Mortgage File and (iii) a depository institution subject to supervision by federal or state authority with a combined capital and surplus of at least $10,000,000. The Bank of New York Mellon Trust Company, N.A. is hereby appointed as the Custodian and the Trustee shall have no responsibility or liability for any Mortgage File. Each Custodial Agreement may be amended only act or omission of The Bank of New York Mellon Trust Company, N.A., as provided the Custodian. (b) No representations, warranties, covenants (other than those expressly made by the Custodian in Section 12.07 of this Agreement. Any compensation paid to ) or obligations of the Custodian shall be an unreimbursable expense implied with respect to this Agreement or the Custodian’s services hereunder. Without limiting the generality of the Certificate Administrator. The Certificate Administrator foregoing, the Custodian: (i) shall serve have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed in writing by the initial Custodian parties hereto and shall use reasonable care in the performance of its duties hereunder and shall act in good faith and in accordance with the reasonable commercial standards of the mortgage banking business for document custodians; (ii) makes no representations as to and shall not be responsible for or required to verify (A) the validity, legality, enforceability, due authorization, effectiveness, recordability, insurability, sufficiency, value, form, substance, or genuineness of any of the documents contained in any Mortgage File or (B) the collectibility, ownership, insurability, validity, transferability, insurability, value, effectiveness, perfection, priority or suitability of any Mortgage Loan; (iii) shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with indemnity satisfactory to it; (iv) may conclusively rely on and shall be deemed appointed fully protected in acting in good faith upon any certificate, instrument, opinion, notice, instructions, letter, telegram or other document or communication, or any security, delivered to it and in good faith believed by it to be genuine and to have been signed by the proper party or parties; (v) may rely on and shall be protected in acting in good faith upon the written instructions received from the Servicer, the Master Servicer or any Seller and any such employees and representatives of the Servicer, the Master Servicer or any Seller, that the Servicer, Master Servicer or Seller may hereinafter designate in writing; (vi) may consult with counsel satisfactory to it (including counsel for Servicer); (vii) shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistake of fact or law, or for anything that it may do or refrain from doing in connection therewith, except in the case of willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of reckless disregard of its obligations or duties hereunder; and (viii) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys. (c) The Custodian shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, governmental regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes or other disasters. (d) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, the Custodian is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Custodian. Accordingly, the Servicer agrees to provide to the Custodian upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Custodian at all times to comply with such laws, rules, regulations and executive orders. (e) In the event that no the Custodian is directed by the Servicer to deliver Mortgage Files or other party is so appointed loan documents to any Person in accordance with the terms of this Section 5.10. The CustodianAgreement, the Servicer shall be responsible for compliance with all applicable laws and regulations regarding customer information or personally identifiable information of a Mortgagor included in any such Mortgage Files or other loan documents. (f) In no event shall the Custodian or its directors, affiliates, officers, agents and employees be held liable for any exemplary, punitive, special, indirect or consequential damages of any kind resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages. (g) Any other provision of this Agreement to the contrary notwithstanding, the Custodian shall have no notice of and shall not be bound by any of the terms and conditions of any other document or agreement executed or delivered in connection with, or intended to control any part of, the transactions anticipated by or referred to in this Agreement (including, but not limited to, the Mortgage Loan Purchase Agreement) unless the Custodian is not a signatory party to that document or agreement. (h) As of the Certificate AdministratorClosing Date, the Custodian shall maintain a fidelity bond be responsible for the safekeeping and custody of the Mortgage Files and the Custodian acknowledges the existence therein of the documents and the accuracy of the data described in the certification delivered on the Closing Date substantially in the form of Exhibit F hereto, other than with respect to those documents or data discrepancies identified in the final exception report provided in connection with the delivery of such certification. Upon receipt of any trailing document, cured document or reinstated Mortgage File, the Custodian shall check such document or Mortgage File in under the same review terms as the certification, and amount that are customary for securitizations similar confirm such check-in to the securitization evidenced Servicer, the Sellers, the Securities Administrator and the Master Servicer by sending an updated exception report. Upon such confirmation, the Custodian shall be responsible for the safekeeping and custody of such trailing document, cured document or reinstated Mortgage File, as the case may be. (i) The Custodian shall be under no responsibility or duty with respect to the disposition of any Mortgage File or any document constituting part of a Mortgage File while such Mortgage File or document is not in its possession. If the Custodian shall request instructions from the Servicer or any other party with respect to any act, action or failure to act in connection with this Agreement, with the Certificate Administrator named as loss payeeCustodian shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from the Servicer or other party without incurring any liability therefor to the Servicer, or any other Person. The No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties under this Agreement if it shall have grounds for believing that repayment of such funds or adequate indemnity is not reasonably assured to it. (j) Any notice, demand or request made to the Custodian shall be deemed to have complied with this provision if one been received on the date delivered to the premises of its respective Affiliates has such fidelity bond coverage andthe Custodian (as evidenced, in the case of registered or certified mail, by the terms date noted on the return receipt, or in the case of facsimile or other telecommunication device, the date noted on the confirmation of such fidelity bondtransmission), except that any notice, demand or request received by the Custodian after 5:00 P.M. (New York City time) shall be deemed to have been received on the next succeeding Business Day. (k) The Custodian may terminate its obligations under this Agreement upon sixty 60 days’ prior written notice to the Servicer and the Trustee. The Majority Certificateholders may also remove the Custodian upon sixty 60 days’ prior written notice to the other parties to this Agreement. In the event of such termination or removal, the coverage afforded thereunder extends Trustee shall, within sixty (60) days, appoint a successor custodian meeting the requirements set forth in Section 8.16(a) hereof. The Custodian, promptly upon payment of its fees and expenses, shall transfer to the successor custodian, as directed, all Mortgage Files being held by Custodian under this Agreement. The cost of the shipment of Mortgage Files arising out of the resignation or ineligibility of the Custodian shall be at the expense of the Custodian (and any release fees shall be waived) unless such resignation is due to the nonpayment of the Custodian’s fees and expenses by the Servicer, in which case such expense and fees shall be paid by the Servicer. If the Custodian is removed by the Majority Certificateholders, such cost of the shipment of Mortgage Files and any release fees shall be paid by the Trust. If a successor custodian is not appointed by the Trustee within sixty (60) days, all duties and obligations of the Custodian shall cease and terminate and the Trustee shall assume all duties and obligations of the Custodian. In additionThe Custodian’s sole responsibility after termination of its obligations as aforesaid shall be to safely maintain all of the Mortgage Files and to deliver the same to a successor custodian; provided, however, if the Trustee has not appointed a successor custodian within such sixty (60) day period, the Custodian shall keep deliver such documents to the Trustee. If the Trustee becomes the Custodian hereunder, the Servicer shall pay the Trustee’s reasonable fees as Custodian as provided in force during the term Section 8.05 hereof. (l) The provisions of this Section 8.16 shall survive any termination of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions resignation or removal of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator As of the Closing Date, Bankers Trust Company of California, N.A. shall be, and shall perform all the duties of, be the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for Contract Documents; provided, however, that upon the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed execution by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Indenture Trustee the Issuer (or, if not rated by DBRSthe Notes have been paid in full and the Indenture has been satisfied and discharged, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)the Issuer alone) and “BBB” from each the Servicer of S&P and Fitch, and shall a letter agreement with the consent of the Insurer (such consent not to be qualified to do business unreasonably withheld) substantially in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07 form of this Agreement. Any compensation paid Exhibit A attached hereto (the "APPOINTMENT OF CUSTODIAN"), revocably appointing the Servicer or such other entity acceptable to the Insurer as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust) to act as Custodian (the "SUCCESSOR CUSTODIAN") of the Contract Documents, such Successor Custodian shall be an unreimbursable expense so appointed and shall from the effective date of such Appointment of Custodian retain custody of the Certificate AdministratorContract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle. The Certificate Administrator shall serve as As of the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The effective date of such Appointment of Custodian, the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle will be delivered to the Successor Custodian in its capacity as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust). If the Servicer is appointed Successor Custodian is not as of the Certificate Administratordate specified in the Appointment of Custodian, the Servicer shall maintain the Contract Documents held by it in a fidelity bond in file area physically separate from the form and amount that are customary for securitizations similar to the securitization evidenced other installment sales contracts owned or serviced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy it or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunderAffiliates, which area shall be clearly marked to indicate the Issuer as the owner of, and the Certificate Administrator shall remain responsible for all acts and omissions Indenture Trustee as the holder of the Custodian. In the event the Certificate Administrator is the Custodiansecurity interest in, the Custodian Contract Documents; except that if the Insurer has waived the requirement for such segregation by notice in writing to the Indenture Trustee the Issuer and the Servicer, such file area may self-insurecontain contract documents for other installment sales contracts serviced by the Servicer.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)[___]” from DBRS (orby [___], if not rated “[___]” by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) [___] and “BBB[___]” from each of S&P and Fitchby [___], 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)Baa1” from DBRS (orby Xxxxx’x, “BBB+” by Fitch and if not rated by DBRSKBRA, an equivalent a rating by 2 other NRSROs (which may include S&P, Fitch and KBRA at least equivalent to “Baa1” by Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. (A) The Certificate Administrator Client hereby appoints the Custodian to act as its custodian in accordance with the terms hereof and authorizes the Custodian to establish on its books, on the terms of this Agreement, the Custody Account, to be designated to show that the Securities belong to the Client and are segregated from the Custodian’s assets and the Custody Cash Account. (B) Subject to the express terms of this Agreement, the Client understands and agrees that the obligations and duties hereunder of the Custodian shall bebe performed only by the Custodian or its agents, and shall perform all not be deemed obligations or duties of any other member of the duties ofCiticorp Organization unless appointed by the Custodian, as contemplated hereby. The Client agrees that the Custodian may register or record legal title to any Securities in the name of a nominee company or a Subcustodian in the Citicorp Organization and may appoint a member of the Citicorp Organization to be a Subcustodian; provided, however, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) ’s books and records shall reflect that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian such securities are held for the benefit of the Certificateholders and Serviced Companion Loan Holders Client. (C) The Client agrees to take any such action which may be necessary and to cause any Custodian appointed execute further documents and provide such materials and information as may be reasonably requested by the Certificate Administrator Custodian to enable the Custodian to perform the duties and obligations under this Agreement, including participation in any relevant Clearance System, and will notify the Custodian as soon as it becomes aware of any inaccuracy in such materials or information. (D) All custody services by the Custodian hereunder shall be provided in accordance with the Service Standards, a copy of which the Custodian may supply to the Client from time to time. In the event of any conflict between any term of this Global Custodial Services Agreement and any term of the Service Standards, the Global Custodial Services Agreement shall prevail with respect to such term. (E) The Client agrees to comply with any relevant security procedures relating to the provision of custody services under this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with Client by any relevant Clearance System, any relevant securities market, or as may be agreed to between the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, Client and the Certificate Administrator shall remain responsible for all acts and omissions of Custodian from time to time, as the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian case may self-insurebe.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians Acknowledgment of Receipt; ---------------------------------------------------- Monthly Exception Reports. Subject to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against conditions hereof, the ------------------------- Collateral Agent hereby revocably appoints the Custodian and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Collateral Agent (for the benefit of the Certificateholders and Serviced Companion Loan Holders and Secured Parties) to cause 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 appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian agrees to act with 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 refrain from acting. Each Custodian shall be a depository institution subject other receivables that it services or holds for itself or others, and, in any event, to supervision by federal or state authority, shall have a combined capital and surplus of exercise at least $15,000,000that degree of care, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch skill and Xxxxx’x)) and “BBB” from each of S&P and Fitch, and shall be qualified attention that it exercises with respect to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10its own assets. The Custodian, if 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 is not shall execute and deliver to the Certificate AdministratorCollateral Agent and the Note Insurer on each Receivables Transfer Date with respect to the Receivables sold on such date, shall maintain a fidelity bond the Custodian's Acknowledgement in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named attached hereto as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. Schedule A. In addition, the Custodian shall keep in force during deliver to the term of this Agreement Collateral Agent and the Note Insurer a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder monthly exception report in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named attached as loss payeeExhibit B hereto. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 AmeriCredit shall be issued by a Qualified Insurer, or by any other insurer with respect required to which repurchase the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed Receivables listed on the Certificate Administrator hereunder monthly exception report pursuant to Section 2.7 hereof, in connection with the retention of Mortgage Files directly event that the related Lien Certificates are indicated as not having been received by the Certificate Administrator. Upon termination or resignation 181st day following the date of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions origination of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insurerelated Receivables.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all Employer may appoint a Custodian under the duties ofPlan, the acceptance by the Custodian hereunder or may appoint one or more Custodians to hold all or a portion indicated on the execution page of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Employer's Adoption Agreement. The Certificate Administrator shall give prompt written notice to If the Depositor of any appointment of Employer appoints a Custodian, the Employer's Plan must have a discretionary Trustee, as described in Section 10.03[A]. A Custodian has the same powers, rights and duties as a nondiscretionary Trustee, as described in this Section 10.03[B]. The Certificate Administrator agrees to comply with Custodian accepts the terms of each Custodial Agreement, to enforce the terms Plan and provisions thereof against Trust by executing the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Employer's Adoption Agreement. Any compensation paid reference in the Plan to a Trustee also is a reference to a Custodian where the context of the Plan dictates. A limitation of the Trustee's liability by Plan provision also acts as a limitation of the Custodian's liability. Any action taken by the Custodian at the discretionary Trustee's direction satisfies any provision in the Plan referring to the Trustee's taking that action. MODIFICATION OF POWERS/LIMITED RESPONSIBILITY. The Employer and the Custodian shall be an unreimbursable expense or nondiscretionary Trustee, by letter agreement, may limit the powers of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with or nondiscretionary Trustee to any combination of powers listed within this Section 5.1010.03[B]. The CustodianIf there is a Custodian or a nondiscretionary Trustee under the Employer's Plan, if then the Employer, in adopting this Plan acknowledges the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates or nondiscretionary Trustee has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer no discretion with respect to which the Rating Agencies have provided investment or re-investment of the Trust Fund and that the Custodian or nondiscretionary Trustee is acting solely as custodian or as directed trustee with respect to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to assets comprising the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insureTrust Fund.

Appointment of Custodian. The Certificate Administrator As of the Closing Date, Onyx shall be, and shall perform all the duties of, be the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for Contract Documents; provided, however, that (i) the Certificate AdministratorIndenture Trustee (if the Notes have not been paid in full and the Indenture has not been satisfied and discharged) and the Issuer, with the consent of the Insurer, or (ii) the Insurer, may terminate such appointment at any time, with or without cause by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with , and upon the terms of each Custodial Agreement, to enforce execution by the terms and provisions thereof against Indenture Trustee at the Custodian for the benefit direction of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Insurer (or, if not rated by DBRSthe Notes have been paid in full and the Indenture has been satisfied and discharged, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)the Issuer at the direction of the Insurer) and “BBB” from each of S&P and Fitch, and shall be qualified to do business a letter agreement substantially in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07 form of this Agreement. Any compensation paid Exhibit A attached hereto (the "APPOINTMENT OF CUSTODIAN"), revocably appointing such other entity acceptable to the Insurer as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust) to act as Custodian (the "SUCCESSOR CUSTODIAN") of the Contract Documents, such Successor Custodian shall be an unreimbursable expense so appointed and shall from the effective date of such Appointment of Custodian retain custody of the Certificate AdministratorContract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle. The Certificate Administrator shall serve As of the effective date of such Appointment of Custodian, the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle will be delivered to the Successor Custodian in its capacity as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust). For so long as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party Servicer is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not of the Certificate AdministratorContract Documents, the Servicer shall maintain the Contract Documents held by it in a fidelity bond in file area physically separate from the form and amount that are customary for securitizations similar to the securitization evidenced other installment sales contracts owned or serviced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy it or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunderAffiliates, which area shall be clearly marked to indicate the Issuer as the owner of, and the Certificate Administrator shall remain responsible for all acts and omissions Indenture Trustee as the holder of the Custodian. In the event the Certificate Administrator is the Custodiansecurity interest in, the Custodian Contract Documents; except that if the Insurer has waived the requirement for such segregation by notice in writing to the Indenture Trustee, the Issuer and the Servicer, such file area may self-insurecontain contract documents for other installment sales contracts serviced by the Servicer.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingTrust Interest Owners. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)A2” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch Xxxxx’x and Xxxxx’x)) and at least “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any the Mortgage Loan File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insureran insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Xxxxx’x and at least “A” by Fitch, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of the Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.Certificate

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, (a) U. S. Bank National Association is hereby appointed as the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (Trustee and to perform the other obligations and duties set forth in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. Each Custodian shall be is a depository institution subject to supervision by federal or state authority, shall have has a combined capital and surplus of at least $15,000,000, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch 10,000,000 and Xxxxx’x)) and “BBB” from each of S&P and Fitch, and shall be is qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial . (b) The Custodian shall charge such fees for its services under this Agreement may be amended only as are set forth in a separate fee agreement between the Custodian and the Trustee, the payment of such fees, together with the Custodian's expenses in connection herewith except as provided in Section 12.07 9.12(e), shall be solely the obligation of this Agreement. Any compensation paid to the Trustee. (c) The Trustee, with or without cause, may, upon at least sixty (60) days' written notice, remove and discharge the Custodian shall be an unreimbursable expense of from the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one performance of its respective Affiliates has such fidelity bond coverage and, duties under this Agreement by written notice from the terms of such fidelity bond, the coverage afforded thereunder extends Trustee to the Custodian. In additionHaving given written notice of such removal, the Trustee promptly shall appoint a successor Custodian to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar be delivered to the securitization evidenced by this AgreementTrustee, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided an original to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the successor Custodian. In the event of any removal, the Certificate Administrator Custodian shall, at the Trustee's request, promptly transfer to the successor Custodian or the Trustee, as directed, all Mortgage Files being administered under this Agreement. All expenses related to such transfer shall be paid by the predecessor Custodian, if the predecessor Custodian is removed for cause, or by the CustodianTrustee if the predecessor Custodian is removed without cause. If the predecessor Custodian defaults in its obligation to pay such expenses, the Trustee shall be entitled to reimbursement therefor from the assets of the Trust. In the event of any removal, the Custodian shall, at the Trustee's request and expense, promptly transfer to the successor Custodian or the Trustee, as directed, all Mortgage Files being administered under this Agreement. If a successor custodian has not been appointed within such period, the Custodian may self-insurepetition a court of competent jurisdiction to appoint a successor custodian. (d) The Custodian may terminate its obligations under this Agreement upon at least sixty (60) days' prior written notice to the Trustee. In the event of such termination, the Trustee shall appoint a successor Custodian. If the Custodian resigns without reasonable cause, all costs incurred for the transfer of the Mortgage Files shall be borne by the Custodian; otherwise, all such costs shall be paid by the from the assets of the Trust. If a successor custodian has not been appointed within such period, the Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. The payment of such successor Custodian's fees and expenses shall be solely the responsibility of the Trustee. Upon such appointment, the Custodian shall promptly transfer to the successor Custodian, as directed, all Mortgage Files being administered under this Agreement. (e) Every provision of Sections 9.01, 9.02, 9.03 and 9.04 relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Custodian in its performance of any duties or obligations under this Agreement. The Custodian and any director, officer, employee or agent of the Custodian shall be indemnified by the Trust to the same extent as the Trustee pursuant to Section 9.11. The Custodian hereby indemnifies the Depositor, the Sponsor, the Trustee, the Servicer, and any of their respective directors, officers, employees or agents and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other reasonable costs, fees and expenses that any of them may sustain in any way related to the failure of the Custodian to perform any of its obligations under Section 3.22. Notwithstanding the foregoing, in no event shall the Custodian be liable for any consequential, indirect or punitive damages pursuant to this Section 9.12. Notwithstanding the foregoing, to the extent the Trustee appoints one or more Custodians with respect to more than 5% of the aggregate Pool Principal Balance, the Trustee shall cause such Custodian to prepare a separate assessment and attestation report, as contemplated by Section 3.22 of this Agreement and deliver such report to the Trustee as set forth in Section 3.23 of this Agreement.

Appointment of Custodian. The Certificate Administrator shall be, (a) Collateral Manager will establish and shall perform all maintain the duties of, the Custodian hereunder or may appoint following accounts: (i) one or more Custodians to hold all Securities Accounts in the name of the Pledgor for Securities (the “Securities Account”), which may be held by Collateral Manager or a portion Subcustodian or a Securities Depository for Collateral Manager on behalf of the Mortgage Files as agent Pledgor; and (ii) one or more accounts in the name of the Pledgor (the “Cash Account” and, together with the Securities Account, the “Account”) for any and all cash in any currency received by or on behalf of Collateral Manager for the Certificate Administratoraccount of the Pledgor. Notwithstanding paragraph 2.1(a)(ii), by entering into cash held in respect of those markets where the Pledgor is required to have a Custodial Agreement cash account in its own name held directly with the relevant Subcustodian or Securities Depository will be held in that manner and will not be part of the Cash Account. (b) Any amount standing to the credit of the Cash Account is a debt due from Collateral Manager as banker. Except as otherwise provided in Instructions acceptable to Collateral Manager, all Cash held in the event Cash Account will be deposited during the Certificate Administrator period it is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice credited to the Depositor Accounts in one or more deposit accounts at Collateral Manager. Any non-US Cash so deposited with Collateral Manager will be payable exclusively by Collateral Manager’s London Branch in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of any appointment the applicable currency. (c) Pledgor and Secured Party hereby notify Collateral Manager that by separate agreement, Pledgor has granted Secured Party a security interest in the Account and all financial assets and other items therein, and Collateral Manager acknowledges being so notified. It is understood and agreed that Collateral Manager has no responsibility with respect to the validity or perfection of a Custodian. The Certificate Administrator agrees the security interest other than to comply act in accordance with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense Pledgor and Secured Party hereby appoint Collateral Manager as custodian of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond Collateral in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force Account during the term of this Agreement a policy or policies of insurance covering loss occasioned Agreement. Collateral Manager hereby accepts appointment as such custodian and agrees to establish and maintain the Account and appropriate records identifying the Collateral as pledged by Pledgor to Secured Party. Pledgor, Secured Party and Collateral Manager agree that the errors and omissions of its officers and employees in connection with its obligations hereunder Collateral will be held in the form Account by Collateral Manager as agent of Secured Party and amount the parties further agree that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer Collateral Manager will take such action with respect to which any Collateral as Secured Party may instruct (except as otherwise provided for herein). (d) Secured Party hereby covenants, for the Rating Agencies have provided benefit of Pledgor, that Secured Party will not instruct Collateral Manager to deliver or cause to be transferred any Collateral to any person other than Pledgor unless and until (i) Pledgor has defaulted in its obligations to Secured Party pursuant to the Trustee Master Agreement, or (ii) a Rating Agency Confirmationtermination event (as defined in the Master Agreement) has occurred. The Custodian foregoing covenant is for the benefit of Pledgor only and shall in no way be subject deemed to constitute a limitation on Secured Party’s right at any time to instruct Collateral Manager or on Collateral Manager’s ability to rely on such Instructions. If Collateral Manager receives Instructions from Secured Party prior to 11:00 a.m. on a Business Day directing Collateral Manager to transfer any Collateral, Collateral Manager shall so transfer such Collateral prior to the same obligations close of business on that Business Day and standard of care upon such transfer Collateral Manager’s duties hereunder with respect to such Collateral shall terminate. (e) Pledgor and Secured Party hereby authorize Collateral Manager on a continuous and on-going basis to deposit all Collateral it receives in the Cash Account or Securities Account, as would be imposed applicable. Where Collateral is transferred to an Account, Collateral Manager shall identify such Collateral on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunderbooks and records as belonging to Pledgor, and the Certificate Administrator pledged to Secured Party and shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insuresend Secured Party a confirmation in accordance with paragraph 2.9.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)A2” from Xxxxx’x and at least “A” from DBRS Morningstar (or, if not rated by DBRSDBRS Morningstar, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’xNRSROs)) and “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any the Mortgage Loan File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insureran insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Moody’s, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of the Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator As of the Closing Date, AutoNation Financial Services, as initial Servicer, shall be, and shall perform all be the duties ofCustodian of the Contract Documents; provided that upon the execution by the Indenture Trustee, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Issuer (or, if the Notes have been paid in full and the Indenture has been satisfied and discharged, the Issuer alone) of a letter agreement with the prior written consent of the Insurer (such consent not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)to be unreasonably withheld) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid revocably appointing another entity acceptable to the Insurer as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust) to act as Custodian (such Person, the "Successor Custodian") of the Contract Documents, such Successor Custodian shall be an unreimbursable expense so appointed and shall from the effective date of such agreement retain custody of the Certificate AdministratorContract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle. As of the effective date of any such appointment, the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle will be delivered by the predecessor Custodian to the Successor Custodian in its capacity as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust). The Certificate Administrator Custodian may delegate or subcontract out its duties as Custodian hereunder to an entity acceptable to the Insurer; provided that no such delegation or subcontract arrangement shall serve as relieve the Custodian of its duties and obligations hereunder. The Indenture Trustee, the Seller and the Insurer hereby consent to the delegation by the initial Custodian and shall be deemed appointed of World Omni Financial Corp. as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions agent of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)A2” from DBRS (orXxxxx’x, “BBB” from Fitch and, if not rated by DBRSDBRS Morningstar, an equivalent rating by 2 from DBRS Morningstar (or such other NRSROs (rating with respect to which may include S&P, Fitch and Xxxxx’xthe Rating Agencies have each provided a Rating Agency Confirmation)) and “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any hold the Mortgage Loan File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insureran insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Xxxxx’x, “A” by Fitch and “A(low)” by DBRS Morningstar, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of the Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. (A) The Certificate Administrator Client hereby appoints the Custodian to act as its custodian in accordance with the terms hereof and authorizes the Custodian to establish on its books, on the terms of this Agreement, the Custody Account, to be designated to show that the Securities belong to the Client and are segregated from the Custodian's assets and the Client Cash Account. [GRAPHIC APPEARS HERE] -------------------------------------------------------------------------------- (B) Subject to the express terms of this Agreement, the Client understands and agrees that the obligations and duties hereunder of the Custodian shall bebe performed only by the Custodian or its agents, and shall not be deemed obligations or duties of any other member of the Citigroup Organization. The Client agrees that the Custodian may register or record legal title to any Securities in the name of a nominee company or a Subcustodian in the Citigroup Organization and may appoint a member of the Citigroup Organization to be a Subcustodian. (C) The Client agrees to take any such action which may be necessary and to execute further documents and provide such materials and information as may be reasonably requested by the Custodian to enable the Custodian to perform all the duties ofand obligations under this Agreement, including participation in any relevant Clearance System, and will notify the Custodian as soon as it becomes aware of any inaccuracy in such materials or information. (D) All custody services by the Custodian hereunder or shall be provided in accordance with the Service Standards, a copy of which the Custodian may appoint one or more Custodians supply to hold all or a portion the Client from time to time. In the event of any conflict between any term of this Global Custodial Services Agreement and any term of the Mortgage Files as agent for Service Standards, the Certificate Administrator, by entering into a Global Custodial Services Agreement shall prevail with respect to such term. (in the event the Certificate Administrator is not the CustodianE) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator Client agrees to comply with any relevant security procedures relating to the terms provision of each Custodial Agreement, to enforce the terms and provisions thereof against custody services under this Agreement which may be specified by the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly Client by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insurerelevant Clearance System.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of2.1 Subject to Clause 2.3 below, the Issuer appoints The Bank of New York Mellon, acting through its London Branch, as the Custodian hereunder or may appoint one or more Custodians to perform the Services including, without limitation, to act as its custodian in relation to each Series of Obligations in respect of which it is appointed and to hold the Custodial Assets and Cash in respect of such Series and will notify the Custodian in relation to each Series in respect of which it is appointed in the form of notice set out in the First Schedule hereto. The Custodian hereby accepts such appointment.‌ 2.2 The Custodian shall at all or times be a portion financial institution with a short-term unsecured debt rating satisfying the Required Custodian Rating. In the event that the short-term senior debt of the Mortgage Files Custodian does not satisfy the Required Custodian Rating or any of the Custodian’s short-term senior debt ratings is withdrawn, it shall notify the Issuer and the Trustee as agent soon as practicable and the Issuer, with the consent of the Trustee, shall use reasonable endeavours to procure that a replacement Custodian is appointed whose short- term debt satisfies the Required Custodian Rating in accordance with the provisions of Clause 15.‌ 2.3 The Custodian acknowledges that the Issuer will assign or charge the benefit of this Agreement and the Custodial Assets held hereunder to the Trustee as security for the Certificate AdministratorSecured Obligations. The Custodian further acknowledges that the rights of the Issuer and the Custodian in respect of the Custodial Assets are subject to the charges and assignments in favour of the Trustee created by or pursuant to the Trust Deed and the Security Documents in relation to such Series of Obligations. The Issuer represents, warrants and agrees that, except as mentioned in this Clause 2.3, it has not created or granted any security interest over the Accounts, the Securities or Cash in favour of any person and the Issuer shall promptly notify the Custodian of the creation, release or expiration of any such security interest‌ 2.4 At any time after an Event of Default (as defined in the Trust Deed) shall have occurred, the Trustee may, by entering into a Custodial Agreement (notice in writing to the event the Certificate Administrator is not Issuer and the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice , require the Custodian, until notified by the Trustee to the Depositor contrary, so far as permitted by any applicable law or by any regulation having general application:‌ 2.4.1 to act thereafter as Custodian of any appointment the Trustee in relation to payments to be made by or on behalf of a Custodian. The Certificate Administrator agrees to comply with the Trustee under the terms of each Custodial Agreement, to enforce the Trust Deed mutatis mutandis on the terms provided in this Agreement and the Agency Agreement (save that the Trustee’s liability under any provisions thereof against the Custodian herein contained for the benefit indemnification, remuneration and expenses of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense limited to the amounts for the time being held by the Trustee on the terms of the Certificate Administrator. The Certificate Administrator shall serve Trust Deed) and thereafter to hold all Obligations and all moneys, documents and records held by it in respect of the Obligations on behalf of the Trustee; or 2.4.2 to deliver up all moneys, documents and records held by it in respect of the Obligations to the Trustee or as the initial Custodian and Trustee shall direct in such notice, provided that such notice shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if not to apply to any document or record which the Custodian is obliged not to release by any applicable law, regulation or duties of confidentiality. 2.5 The Issuer and the Certificate AdministratorTrustee shall from time to time appoint or amend the appointment of officers (each an "Authorised Officer") who may give instructions or notifications under the terms of this Agreement and shall provide the Custodian with a list of such persons authorised to execute on behalf of the Issuer or the Trustee, shall maintain a fidelity bond as the case may be (the "Authorised Signatories") in the form of a list of Authorised Signatories. The Issuer and amount the Trustee acknowledge that are customary for securitizations similar the Custodian shall be entitled to rely on the securitization evidenced by actual or purported signature of any such Authorised Officer until it actually receives notice that such Authorised Officer is no longer so authorised. 2.6 If the Custodian receives any instructions or notifications, pursuant to this Agreement, with the Certificate Administrator named as loss payee. The Custodian it shall be deemed entitled to have complied with this provision if one of its respective Affiliates has rely on such fidelity bond coverage andinstructions provided the person giving such instructions is, by the terms of such fidelity bondor purports to be, the coverage afforded thereunder extends to the Custodian. In addition, an Authorised Officer. 2.7 To enable the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors to assume and omissions of continue to carry out its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by duties under this Agreement, the Issuer agrees to complete and procure such transfers, mandates or other documents and do such acts and things as shall be within its power from time to time required by the Custodian to bring the Custodial Assets under its control and deal with it as custodian at the commencement of or at any time during the currency of this Agreement. 2.8 The Custodian is not acting under this Agreement as manager or investment adviser to the Issuer and the responsibility for the selection, acquisition and disposal of the Custodial Assets remains with the Certificate Administrator named Issuer and/or the Substitution Agent, as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurerappropriate, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for at all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insuretimes.

Appointment of Custodian. The Certificate Administrator As of the Closing Date, AutoNation ------------------------ Financial Services, as initial Servicer, shall be, and shall perform all the duties of, be the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for Contract Documents; provided that upon the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed execution by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS Indenture Trustee (or, if the -------- Notes have been paid in full and the Indenture has been satisfied and discharged, the Issuer) of a letter agreement with the prior written consent of the Insurer (such consent not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)to be unreasonably withheld) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid revocably appointing another entity acceptable to the Insurer as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust) to act as Custodian (such Person, the "Successor Custodian") of the Contract Documents, such Successor ------------------- Custodian shall be an unreimbursable expense so appointed and shall from the effective date of such agreement retain custody of the Certificate AdministratorContract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle. On or prior to the effective date of any such appointment, the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle will be delivered by the predecessor Custodian to the Successor Custodian in its capacity as agent of and bailee for the Indenture Trustee (or, if applicable, the Trust). The Certificate Administrator Custodian may delegate or subcontract out its duties as Custodian hereunder to an entity acceptable to the Insurer; provided -------- that no such delegation or subcontract arrangement shall serve as relieve the Custodian of its duties and obligations hereunder. The Indenture Trustee, the Seller and the Insurer hereby consent to the delegation by the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage andduties and obligations to World Omni Financial Corp., by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions agent of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, Trustee and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects hereby appoint FUNB as Custodian with this Agreement. The Certificate Administrator shall give prompt written notice respect to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees Trustee's Mortgage Files relating to comply with all Mortgage Loans that constitute, or may in the terms of each Custodial Agreementfuture constitute, to enforce the terms and provisions thereof against the Custodian for the benefit part of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payeeTrust Fund. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by responsible hereunder solely for the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors express duties and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary functions specified for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer it herein with respect to which the Rating Agencies have provided custody, review and confirmation, safekeeping, substitution and release of the Trustee's Mortgage Files relating to the Mortgage Loans. The Custodian shall have all of the rights and benefits of and limitations on liability afforded to be Trustee a Rating Agency Confirmationunder this Article XII to the same extent as though the Custodian had been named in the various provisions of this Article XII. The Custodian shall be subject entitled to rely and act upon advice of counsel with respect to its performance hereunder as Custodian and shall be without liability for any action reasonably taken in good faith pursuant to such advice, provided that such action is not in violation of applicable Federal or State law. The Custodian shall have no duties or obligations other than those specifically set forth herein, and no further duties or obligations shall arise by implication or otherwise. The Custodian shall have no responsibility or duty with respect to the same Trustee's Mortgage Files that it has relinquished from its possession pursuant to the terms hereof during the period of time that the Custodian is not in possession of such Trustee's Mortgage Files. The Custodian agrees to use its best judgment and good faith in the performance of such obligations and standard duties and shall incur no liability for its acts or omissions hereunder, except as may result from its negligence or willful misconduct. No provision of care as would be imposed on this Agreement shall require the Certificate Administrator hereunder Custodian to expend or risk its own funds or otherwise incur financial liability in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any performance of its obligations hereunder, and the Certificate Administrator duties hereunder if it shall remain responsible have reasonable grounds for all acts and omissions believing that repayment of the Custodian. In the event the Certificate Administrator such funds or adequate indemnity is the Custodian, the Custodian may self-insurenot reasonably assured to it.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (lowA(low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBBBaa1” from each of S&P and FitchMoody’s, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)[___]” by [___] and “[___]” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch[___], 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirementsa No Downgrade Confirmation. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, (a) U. S. Bank National Association is hereby appointed as the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (Trustee and to perform the other obligations and duties set forth in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. Each Custodian shall be is a depository institution subject to supervision by federal or state authority, shall have has a combined capital and surplus of at least $15,000,000, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch 10,000,000 and Xxxxx’x)) and “BBB” from each of S&P and Fitch, and shall be is qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial . (b) The Custodian shall charge such fees for its services under this Agreement may be amended only as are set forth in a separate fee agreement between the Custodian and the Trustee, the payment of such fees, together with the Custodian's expenses in connection herewith except as provided in Section 12.07 9.12(e), shall be solely the obligation of this Agreement. Any compensation paid to the Trustee. (c) The Trustee, with or without cause, may, upon at least sixty (60) days' written notice, remove and discharge the Custodian shall be an unreimbursable expense of from the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one performance of its respective Affiliates has such fidelity bond coverage and, duties under this Agreement by written notice from the terms of such fidelity bond, the coverage afforded thereunder extends Trustee to the Custodian. In additionHaving given written notice of such removal, the Trustee promptly shall appoint a successor Custodian to act on behalf of the Trustee by written instrument, one original counterpart of which instrument shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar be delivered to the securitization evidenced by this AgreementTrustee, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided an original to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the successor Custodian. In the event of any removal, the Certificate Administrator Custodian shall, at the Trustee's request, promptly transfer to the successor Custodian or the Trustee, as directed, all Mortgage Files being administered under this Agreement. All expenses related to such transfer shall be paid by the predecessor Custodian, if the predecessor Custodian is removed for cause, or by the CustodianTrustee if the predecessor Custodian is removed without cause. If the predecessor Custodian defaults in its obligation to pay such expenses, the Trustee shall be entitled to reimbursement therefor from the assets of the Trust. In the event of any removal, the Custodian shall, at the Trustee's request and expense, promptly transfer to the successor Custodian or the Trustee, as directed, all Mortgage Files being administered under this Agreement. If a successor custodian has not been appointed within such period, the Custodian may self-insurepetition a court of competent jurisdiction to appoint a successor custodian. (d) The Custodian may terminate its obligations under this Agreement upon at least sixty (60) days' prior written notice to the Trustee. In the event of such termination, the Trustee shall appoint a successor Custodian. If the Custodian resigns without reasonable cause, all costs incurred for the transfer of the Mortgage Files shall be borne by the Custodian; otherwise, all such costs shall be paid by the from the assets of the Trust. If a successor custodian has not been appointed within such period, the Custodian may petition a court of competent jurisdiction to appoint a successor Custodian. The payment of such successor Custodian's fees and expenses shall be solely the responsibility of the Trustee. Upon such appointment, the Custodian shall promptly transfer to the successor Custodian, as directed, all Mortgage Files being administered under this Agreement. (e) Every provision of Sections 9.01, 9.02, 9.03 and 9.04 relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Custodian in its performance of any duties or obligations under this Agreement. The Custodian and any director, officer, employee or agent of the Custodian shall be indemnified by the Trust to the same extent as the Trustee pursuant to Section 9.11. The Custodian hereby indemnifies the Depositor, the Sponsor, the Trustee, the Servicer, and any of their respective directors, officers, employees or agents and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other reasonable costs, fees and expenses that any of them may sustain in any way related to the failure of the Custodian to perform any of its obligations under Section 3.21. Notwithstanding the foregoing, in no event shall the Custodian be liable for any consequential, indirect or punitive damages pursuant to this Section 9.12. Notwithstanding the foregoing, to the extent the Trustee appoints one or more Custodians with respect to more than 5% of the aggregate Pool Stated Principal Balance, the Trustee shall cause such Custodian to prepare a separate assessment and attestation report, as contemplated by Section 3.19 of this Agreement and deliver such report to the Trustee as set forth in Section 3.22 of this Agreement.

Appointment of Custodian. The Certificate Administrator shall bemay, and shall perform all the duties ofat its own expense, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each the Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingCertificateholders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)Baa1” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and FitchMoody’s, and shall be qualified to do business in the jurisdiction in which it holds any Mortgage hold the Loan File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.108.15. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 8.15 shall be issued by a Qualified Insureran insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Moody’s (and its equivalent by KBRA, if then rated by KBRA), or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files Loan File directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. (a) The Certificate Administrator Custodian shall be, at all times be (i) an entity duly organized and shall perform all validly existing under the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion laws of the Mortgage Files as agent for the Certificate AdministratorUnited States of America or any state thereof, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodianii) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds any a Mortgage FileFile and (iii) a depository institution subject to supervision by federal or state authority with a combined capital and surplus of at least $10,000,000. Each Custodial Agreement may Xxxxx Fargo Bank, N.A. shall initially be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian hereunder and the Trustee shall be an unreimbursable expense have no responsibility or liability for any act or omission of the Certificate Administrator. The Certificate Administrator shall serve Xxxxx Fargo Bank, N.A., as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one not resign from its duties and obligations hereby imposed on it except (x) upon determination that the performance of its respective Affiliates has obligations or duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it or its subsidiaries or Affiliates, the other activities of the Custodian causing such fidelity bond coverage and, a conflict must be of the type and nature carried on by the terms Custodian or its subsidiaries or Affiliates at the date of this Agreement or (y) upon the Custodian providing written notice of its resignation to each of the parties hereto and the appointment by the Trustee of a successor custodian which satisfies the requirements set forth in this Section 8.16 to act as custodian hereunder; provided, that, no such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, resignation by the Custodian shall keep in force during the term of this Agreement become effective until a policy or policies of insurance covering loss occasioned successor custodian, appointed by the errors Trustee, shall have assumed all of the rights, responsibilities, duties and omissions obligations of its officers the Custodian hereunder. Upon any such assumption of all such rights, responsibilities, duties and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by itsuccessor custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment successor custodian shall mail notice of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insuresuch assumption to each other party hereto.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (lowA(low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBBBaa1” from each of S&P and FitchXxxxx’x, 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee Certificate Administrator a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.

Appointment of Custodian. (A) The Certificate Administrator Client hereby appoints the Custodian to act as its custodian in accordance with the terms hereof and authorizes the Custodian to establish on its books, on the terms of this Agreement, the Custody Account, to be designated to show that the Securities belong to the Client and are segregated from the Custodian's assets and the -------------------------------------------------------------------------------- 2 [CITIBANK LOGO] -------------------------------------------------------------------------------- Client Cash Account. (B) Subject to the express terms of this Agreement, the Client understands and agrees that the obligations and duties hereunder of the Custodian shall bebe performed only by the Custodian or its agents, and shall not be deemed obligations or duties of any other member of the Citigroup Organization. The Client agrees that the Custodian may register or record legal title to any Securities in the name of a nominee company or a Subcustodian in the Citigroup Organization and may appoint a member of the Citigroup Organization to be a Subcustodian. (C) The Client agrees to take any such action which may be necessary and to execute further documents and provide such materials and information as may be reasonably requested by the Custodian to enable the Custodian to perform all the duties ofand obligations under this Agreement, including participation in any relevant Clearance System, and will notify the Custodian as soon as it becomes aware of any inaccuracy in such materials or information. (D) All custody services by the Custodian hereunder or shall be provided in accordance with the Service Standards, a copy of which the Custodian may appoint one or more Custodians supply to hold all or a portion the Client from time to time. In the event of any conflict between any term of this Global Custodial Services Agreement and any term of the Mortgage Files as agent for Service Standards, the Certificate Administrator, by entering into a Global Custodial Services Agreement shall prevail with respect to such term. (in the event the Certificate Administrator is not the CustodianE) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator Client agrees to comply with any relevant security procedures relating to the terms provision of each Custodial Agreement, to enforce the terms and provisions thereof against custody services under this Agreement which may be specified by the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly Client by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insurerelevant Clearance System.

Appointment of Custodian. 2.1 The Certificate Administrator shall be, Client authorizes Wallex Custody (and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians Wallex Custody so agrees) to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with establish and maintain on the terms of this Agreement (i) a custody account or accounts for the deposit of Securities and any other items of property or other assets (the "Custody Account"), and (ii) a cash account or accounts for the deposit or receipt of cash in any currency (the “Cash Account”), in each Custodial Agreementcase, currently held or from time to enforce time received by, transferred to or held to the order or under the direction or control of Wallex Custody for the account of the Client. 2.2 The Securities, cash, other monies and any other items of property or assets referred to above (the "Custody Assets") shall be held by Wallex Custody, which shall be responsible for their safekeeping, as custodian for the account of the Client on and subject to the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. 2.3 The Client agrees and understands that the Securities may be pooled with property of other clients of Wallex Custody like with like, and the Client's beneficial entitlement therein shall be proportionate to the property deposited with Wallex Custody by the Client (as increased or diminished by subsequent sales or purchases from time to time). All such accounts shall be marked so as to indicate their trustee or nominee nature. 2.4 Wallex Custody is authorized to appoint any nominees, agents or sub-custodians, whether in its own name or that of the Client, to perform any of the duties of Wallex Custody under this Agreement and is entitled to deposit the Custody Assets in or with any depository or clearance system. Any compensation paid reference in this Agreement to Wallex Custody shall, where the Custodian context so requires, include its nominees, agents or sub-custodians (which term shall also extend to any depository or clearance system) appointed by Wallex Custody on its behalf. Wallex Custody shall not be responsible for any act or omission or for the solvency of any nominee, agent or sub-custodian, appointed pursuant to this Section 2.4 hereof, provided that any such person so appointed will be an unreimbursable expense internationally reputable and creditworthy financial institution. 2.5 Where Wallex Custody agrees to act as custodian for the Client under the terms of any power of attorney from the Client, each of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by provisions of this Agreement, with including (without limitation) any indemnity in favor of Wallex Custody, shall also apply to Wallex Custody actions as attorney for the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunderClient, and the Certificate Administrator shall remain responsible for Client agrees to ratify and confirm such actions of Wallex Custody, and to execute such documents and/or do all such other acts and omissions things as Wallex Custody may require for the purposes of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insureforegoing.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of2.1 Subject to Clause 2.3 below, the Issuer appoints The Bank of New York Mellon, acting through its London Branch, as the Custodian hereunder or may appoint one or more Custodians to perform the Services including, without limitation, to act as its custodian in relation to each Series of Obligations in respect of which it is appointed and to hold the Custodial Assets and Cash in respect of such Series and will notify the Custodian in relation to each Series in respect of which it is appointed in the form of notice set out in the First Schedule hereto. The Custodian hereby accepts such appointment. 2.2 The Custodian shall at all or times be a portion financial institution with a short-term unsecured debt rating satisfying the Required Custodian Rating. In the event that the short-term senior debt of the Mortgage Files Custodian does not satisfy the Required Custodian Rating or any of the Custodian’s short-term senior debt ratings is withdrawn, it shall notify the Issuer and the Trustee as agent soon as practicable and the Issuer, with the consent of the Trustee, shall use reasonable endeavours to procure that a replacement Custodian is appointed whose short- term debt satisfies the Required Custodian Rating in accordance with the provisions of Clause 15. 2.3 The Custodian acknowledges that the Issuer will assign or charge the benefit of this Agreement and the Custodial Assets held hereunder to the Trustee as security for the Certificate AdministratorSecured Obligations. The Custodian further acknowledges that the rights of the Issuer and the Custodian in respect of the Custodial Assets are subject to the charges and assignments in favour of the Trustee created by or pursuant to the Trust Deed and the Security Documents in relation to such Series of Obligations. The Issuer represents, warrants and agrees that, except as mentioned in this Clause 2.3, it has not created or granted any security interest over the Accounts, the Securities or Cash in favour of any person and the Issuer shall promptly notify the Custodian of the creation, release or expiration of any such security interest 2.4 At any time after an Event of Default (as defined in the Trust Deed) shall have occurred, the Trustee may, by entering into a Custodial Agreement (notice in writing to the event the Certificate Administrator is not Issuer and the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice , require the Custodian, until notified by the Trustee to the Depositor contrary, so far as permitted by any applicable law or by any regulation having general application: 2.4.1 to act thereafter as Custodian of any appointment the Trustee in relation to payments to be made by or on behalf of a Custodian. The Certificate Administrator agrees to comply with the Trustee under the terms of each Custodial Agreement, to enforce the Trust Deed mutatis mutandis on the terms provided in this Agreement and the Agency Agreement (save that the Trustee’s liability under any provisions thereof against the Custodian herein contained for the benefit indemnification, remuneration and expenses of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense limited to the amounts for the time being held by the Trustee on the terms of the Certificate Administrator. The Certificate Administrator shall serve Trust Deed) and thereafter to hold all Obligations and all moneys, documents and records held by it in respect of the Obligations on behalf of the Trustee; or 2.4.2 to deliver up all moneys, documents and records held by it in respect of the Obligations to the Trustee or as the initial Custodian and Trustee shall direct in such notice, provided that such notice shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if not to apply to any document or record which the Custodian is obliged not to release by any applicable law, regulation or duties of confidentiality. 2.5 The Issuer and the Certificate AdministratorTrustee shall from time to time appoint or amend the appointment of officers (each an "Authorised Officer") who may give instructions or notifications under the terms of this Agreement and shall provide the Custodian with a list of such persons authorised to execute on behalf of the Issuer or the Trustee, shall maintain a fidelity bond as the case may be (the "Authorised Signatories") in the form of a list of Authorised Signatories. The Issuer and amount the Trustee acknowledge that are customary for securitizations similar the Custodian shall be entitled to rely on the securitization evidenced by actual or purported signature of any such Authorised Officer until it actually receives notice that such Authorised Officer is no longer so authorised. 2.6 If the Custodian receives any instructions or notifications, pursuant to this Agreement, with the Certificate Administrator named as loss payee. The Custodian it shall be deemed entitled to have complied with this provision if one of its respective Affiliates has rely on such fidelity bond coverage andinstructions provided the person giving such instructions is, by the terms of such fidelity bondor purports to be, the coverage afforded thereunder extends to the Custodian. In addition, an Authorised Officer. 2.7 To enable the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors to assume and omissions of continue to carry out its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by duties under this Agreement, the Issuer agrees to complete and procure such transfers, mandates or other documents and do such acts and things as shall be within its power from time to time required by the Custodian to bring the Custodial Assets under its control and deal with it as custodian at the commencement of or at any time during the currency of this Agreement. 2.8 The Custodian is not acting under this Agreement as manager or investment adviser to the Issuer and the responsibility for the selection, acquisition and disposal of the Custodial Assets remains with the Certificate Administrator named Issuer and/or the Substitution Agent, as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurerappropriate, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for at all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insuretimes.

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced the Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from actingHolders. 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 $15,000,00010,000,000, shall have a long-term debt rating of at least “A (low)[___]” from DBRS (orby [___], if not rated “[___]” by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) [___] and “BBB[___]” from each of S&P and Fitchby [___], 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 12.07 11.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.loss

Appointment of Custodian. The Certificate Administrator shall be, and shall perform all As of the duties ofClosing Date, the Owner Trustee shall be the Custodian hereunder or may appoint one or more Custodians to hold all or a portion of the Mortgage Files Contract Files; provided, however, that upon the execution by the Owner Trustee of a letter agreement with the consent of the Insurer (such consent not to be unreasonably withheld) substantially in the form of Exhibit A attached hereto (the "APPOINTMENT OF CUSTODIAN"), revocably appointing the Servicer or such other entity acceptable to the Insurer as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian Owner Trustee to act or refrain from acting. Each as Custodian (the "SUCCESSOR CUSTODIAN") of the Contract Documents, such Successor 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, so appointed and shall from the effective date of such Appointment of Custodian retain custody of the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle. As of the effective date of such Appointment of Custodian, the Contract Documents and any and all other documents relating to a Contract or the related Obligor or Financed Vehicle will be qualified delivered to do business the Successor Custodian in its capacity as agent of the Owner Trustee acting as Custodian. If the Servicer is appointed Successor Custodian as of the date specified in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07 Appointment of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, Servicer shall maintain the Contract Documents held by it in a fidelity bond in file area physically separate from the form and amount that are customary for securitizations similar to the securitization evidenced other installment sales contracts owned or serviced by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy it or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunderAffiliates, which area shall be clearly marked to indicate the Issuer as the owner of, and the Certificate Administrator shall remain responsible for all acts and omissions holder of the Custodian. In the event the Certificate Administrator is the Custodiansecurity interest in, the Custodian may self-insure.Contract Documents; except that if the Insurer has waived the requirement

Appointment of Custodian. The Certificate Administrator shall be(a) Agent hereby appoints Custodian as agent, custodian, and bailee (for purposes of all applicable sections of the UCC) for Agent, to perfect the security interest of Agent in the Pledged Loans and any Custodian Deliverables, and Custodian hereby accepts its appointment, to act as agent, custodian, and bailee (for purposes of all applicable sections of the UCC) for Agent, to perfect the security interest of Agent in the Pledged Loans and any Custodian Deliverables and performing its duties and obligations hereunder. (b) Notwithstanding anything to the contrary in the Custody Agreement (including without limitation any Proper Instructions from Borrower to Custodian), Custodian shall perform all not release any original Pledged Loan Documents in the duties ofcustody of Custodian to any Person, the Custodian hereunder or may appoint one or more Custodians to hold all other than Agent or a portion representative of Agent, unless Custodian has received Agent’s prior written consent to such release to Borrower or such designated Person, following delivery by Borrower to Agent and Custodian of written notice of (in each case, pursuant to the Loan Agreement) (i) the payment in full of the Mortgage Files as agent for applicable Pledged Loan, (ii) the Certificate Administrator, permitted sale by entering into a Custodial Agreement Borrower (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement. The Certificate Administrator shall give prompt written notice pursuant to the Depositor of any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to enforce the terms and provisions thereof against of the Loan Agreement) of the applicable Pledged Loan, or (iii) the enforcement of any Pledged Loan or the pursuit by Borrower (or its designee) of foreclosure or other legal proceedings. Except as is otherwise expressly permitted under the terms of this Agreement, or as may be specifically ordered by a court of competent jurisdiction or a government agency, Custodian hereby agrees not to surrender control and/or possession of, sell, encumber, or otherwise dispose of any Pledged Loan Documents in the custody of Custodian, or take any other action which, to the knowledge of Custodian, would compromise Agent’s perfected security interest(s) therein. (c) From time to time upon Agent’s or Borrower’s prior written request at the time of Borrower’s pledging of Pledged Loans to Agent, Custodian shall provide Agent and Borrower a Custodial Certificate with respect to the Pledged Loans included in that pledge. The Custodian shall, in each Custodial Certificate, among other things, certify and confirm as to each Pledged Loan listed in the Custodial Certificate that, except as noted on the exception report attached as a schedule to the related Custodial Certificate: (i) with respect to such Pledged Loans, all Custodian Deliverables are in the Custodian’s possession and listed on an exhibit attached to the related Custodial Certificate, except as otherwise noted in such exception report (if applicable); (ii) Custodian has in its possession all Pledged Loan Documents listed on the Pledged Loan Checklist delivered with respect to any Pledged Loan, except as otherwise noted in such exception report (if applicable); (iii) samples of such documents have been reviewed by the Custodian in the normal course of business and appear, in the judgment of Custodian, regular on their face and relate to such applicable Pledged Loans, except as otherwise noted in such exception report (if applicable); (iv) with respect to each physical Pledged Note any time evidencing a Pledged Loan: (A) such physical Pledged Note is in the possession of Custodian, (B) such physical Pledged Note bears an original signature purporting to be the signature of an obligor under the Pledged Note, (C) such physical Pledged Note is held by Custodian as Agent’s custodian, and (D) such Pledged Note has been endorsed as follows or contains an allonge bearing an original stamp or handwritten signature from Borrower: “Pay to the order of CapitalSource Bank, together with its successors and assigns, as Agent, for its own benefit and the benefit of the Certificateholders and Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. 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, shall have a long-term debt rating of at least “A (low)” from DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Xxxxx’x)) and “BBB” from each of S&P and Fitch, 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 12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this AgreementLenders, with the Certificate Administrator named as loss payeerecourse. The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.______________________________________ By:___________________________________ Name/Title:_____________________________”