Common use of Custody Clause in Contracts

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iii) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeIssuer, upon the execution and delivery of this Agreement, hereby revocably appoint appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of custodian for the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designeedelivered to such custodian), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract motor vehicle retail installment sales contract or promissory note and security agreement related to such Receivable (with respect to tangible chattel paper) or an “authoritative copy” (as such term is used in each case within the meaning Section 9-105 of the UCC) related of the Receivable (with respect to such Receivableelectronic chattel paper), including any written amendments or extensions thereto; (ii) the original credit application, an electronic image thereof, or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that the Servicer has used commercially reasonable best efforts to submit an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents (whether tangible or electronic) that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeIssuer, upon the execution and delivery of this Agreement, hereby revocably appoint appoints the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, but only to the extent held in tangible paper form or electronic form, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract retail motor vehicle installment loan or promissory note and security agreement related to such Receivable (with respect to tangible chattel paper) or an “authoritative copy” (as such term is used in each case within the meaning Section 9-105 of the UCC) related of the Receivable (with respect to electronic chattel paper) or, if no such Receivableoriginal executed Receivable or authoritative copy exists, a copy thereof, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer authority or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) motor vehicle retail installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeIssuer, upon the execution and delivery of this Agreement, hereby revocably appoint appoints the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee on behalf of the Noteholders as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Servicer on behalf of and for the benefit of the Indenture Trustee (or its agent or designee)Trustee, as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative authenticated copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) motor vehicle retail installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.. The foregoing appointment of the Servicer is deemed to be made with due care. 3 Sale and Servicing Agreement

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract motor vehicle retail installment sales contract or promissory note and security agreement related to such Receivable (with respect to tangible chattel paper) or an “authoritative copy” (as such term is used in each case within the meaning Section 9-105 of the UCC) related of the Receivable (with respect to such Receivableelectronic chattel paper), including any written amendments or extensions thereto; (ii) the original credit application, an electronic image thereof, or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents (whether tangible or electronic) that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) retail motor vehicle installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iii) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) retail motor vehicle installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the The Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the The Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable related Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeIssuer, upon the execution and delivery of this Agreement, hereby revocably appoint appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee)Trustee, as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) retail motor vehicle installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costsThe Issuer, the Issuer Grantor Trust and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, for which appointment the Indenture Trustee has no liability, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer Issuer, the Grantor Trust and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture instruments with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case case, within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; provided, however, that an authoritative copy may be held by a third party service provider; (ii) the original credit application, an electronic image thereof or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the related Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form).

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeIssuer, upon the execution and delivery of this Agreement, hereby revocably appoint appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee)Trustee, as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “"Receivable Files”"): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within motor vehicle retail installment sales contract or the meaning of the UCC) documentary draft and related note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture instruments with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care. After the satisfaction and discharge of the Indenture, the Servicer shall act as custodian of the Receivable Files for the benefit of the Issuer. For the avoidance of doubt, the Indenture Trustee shall have no liability with respect to the appointment of the Servicer as custodian hereunder.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) retail motor vehicle installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) retail motor vehicle installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeIssuer, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “"Receivable Files”"): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) retail motor vehicle installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) motor vehicle retail installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.. The foregoing appointment of the Servicer is deemed to be made with due care. 3 Sale and Servicing Agreement (VALET 2014-1)

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract motor vehicle retail installment sales contract or promissory note and security agreement related to such Receivable (with respect to tangible chattel paper) or an “authoritative copy” (as such term is used in each case within the meaning Section 9-105 of the UCC) related of the Receivable (with respect to such Receivableelectronic chattel paper), including any written amendments or extensions thereto; (ii) the original credit application, an electronic image thereof, or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that the Servicer has used commercially reasonable best efforts to submit an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents (whether tangible or electronic) that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeIssuer, upon the execution and delivery of this Agreement, hereby revocably appoint appoints the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee on behalf of the Noteholders as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Servicer on behalf of and for the benefit of the Indenture Trustee (or its agent or designee)Trustee, as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) in the case of a tangible Receivable, the fully executed originalor otherwise authenticated (as defined in the UCC) original of such Receivable, electronically authenticated original or (ii) in the case of an electronic Receivable, the authoritative copy of the Contract record or records (in each case within the meaning of the UCC) related to comprising such Receivable, including any written amendments or extensions thereto; (ii) the original credit application executed or otherwise authenticated by the related Obligor (or a copy or other image or electronic record thereof); (iii) the original Certificate of Title or, if not yet received, (or evidence that an application therefor such Certificate of Title has been submitted with the appropriate authority, a guaranty of title from a Dealer applied for) or such other document (electronic or otherwise, as used in the applicable jurisdiction) documents that the Servicer keeps shall keep on file, in accordance with its Customary Servicing Practicescustomary procedures, evidencing the security interest of the applicable Originator in the related Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) retail motor vehicle installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the The Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture instruments with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original[, electronically authenticated original or authoritative copy copy] of the Contract ([in each case case,] within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form).

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iii) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.. 3 Sale and Servicing Agreement (2012-1)

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iii) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.. 3 Sale and Servicing Agreement (2013-3)

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the The Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer authority or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable related Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated authoritative original or authoritative authenticated copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care. After the satisfaction and discharge of the Indenture, the Servicer shall act as custodian of the Receivable Files for the benefit of the Issuer.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeIssuer, upon the execution and delivery of this Agreement, hereby revocably appoint appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of custodian for the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designeedelivered to such custodian), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract motor vehicle retail installment sales contract or promissory note and security agreement related to such Receivable (with respect to tangible chattel paper) or an “authoritative copy” (as such term is used in each case within the meaning Section 9-105 of the UCC) related of the Receivable (with respect to such Receivableelectronic chattel paper), including any written amendments or extensions thereto; (ii) the original credit application, an electronic image thereof, or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that the Servicer has used commercially reasonable best efforts to submit an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents (whether tangible or electronic) that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the The Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) retail motor vehicle installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, but only to the extent held in tangible paper form or electronic form, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (ia) the fully executed original, electronically authenticated original or authoritative copy of the Contract retail motor vehicle installment loan or promissory note and security agreement related to such Receivable (with respect to tangible chattel paper) or an “authoritative copy” (as such term is used in each case within the meaning Section 9-105 of the UCC) related of the Receivable (with respect to electronic chattel paper) or, if no such Receivableoriginal executed Receivable or authoritative copy exists, a copy thereof, including any written amendments or extensions thereto; (ii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiib) any and all other documents that the Servicer or the Seller Depositor keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeThe Issuer, upon the execution and delivery of this Agreement, hereby revocably appoint appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee)Trustee, as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the The Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, for which appointment the Indenture Trustee has no liability, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture instruments with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original[, electronically authenticated original or authoritative copy copy] of the Contract ([in each case case,] within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form).

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeIssuer, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) retail motor vehicle installment sales contract or promissory note and security agreement related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle. The foregoing appointment of the Servicer is deemed to be made with due care.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated authoritative original or authoritative authenticated copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care. After the satisfaction and discharge of the Indenture, the Servicer shall act as custodian of the Receivable Files for the benefit of the Issuer.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as solely on behalf of and for the agent benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form). The foregoing appointment of the Servicer is deemed to be made with due care. After the satisfaction and discharge of the Indenture, the Servicer shall act as custodian of the Receivable Files for the benefit of the Issuer.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeThe Issuer, upon the execution and delivery of this Agreement, hereby revocably appoint appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee)Trustee, as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable related Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the The Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on 3 Sale and Servicing Agreement (2005-B-SS) (Senior/Sub) file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture TrusteeThe Issuer, upon the execution and delivery of this Agreement, hereby revocably appoint appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee)Trustee, as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “"Receivable Files”"): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable related Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the The Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original credit application or a photocopy thereof to the extent held in paper form; (iii) the original Certificate of Title or, if not yet received, evidence that an application therefor therefore has been submitted with the appropriate authority, a guaranty of title from a Dealer authority or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable related Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iiiiv) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed Vehicle.

Custody. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer and the Indenture Trustee, upon the execution and delivery of this Agreement, hereby revocably appoint the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the following documents or instruments, which are hereby or will hereby be constructively delivered to the Indenture Trustee (or its agent or designee), as pledgee of the Issuer pursuant to the Indenture with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic formReceivable) (the “Receivable Files”): (i) the fully executed original, electronically authenticated original or authoritative copy of the Contract Contract, as applicable (in each case within the meaning of the UCC) related to such Receivable, including any written amendments or extensions thereto; (ii) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of the applicable Originator in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain and/or hold Certificates of Title; and (iii) any and all other documents that the Servicer or the Seller keeps on file, in accordance with its Customary Servicing Practices, relating to a Receivable, an Obligor or a Financed VehicleVehicle (but only to the extent applicable to such Receivable). The foregoing appointment of the Servicer is deemed to be made with due care.