Common use of Duties of Custodian Clause in Contracts

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of shall perform or cause its agents or subcustodians to perform the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) following duties with respect to the Contract Documents, (A) act exclusively as Account: a. Hold the property in safekeeping facilities of the Custodian for the benefit or of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) other custodian banks or clearing corporations, in the event United States; provided that the Servicer is Custodian shall not be responsible for any losses resulting from the Custodiandeposit or maintenance of securities or other property (in accordance with market practice, custom, or regulation) with any recognized domestic clearing facility, book-entry system, centralized custodial depository, or similar organization, except to the extent that any such loss result from the Servicer directs negligent selection or retention of any such recognized domestic clearing facility, book-entry system, centralized custodial depository or similar organization. Upon the Instruction of a Client or Authorized Party, the Custodian shall establish and maintain one or more segregated accounts for and on behalf of the Series specified in writing, deliver certain the Instruction for purposes of segregating securities or cash for the purpose or purposes specified Contract Documents in the Instruction; b. Collect all income payable to and all distributions due to the Servicer Account and sign on the Account's behalf all declarations, affidavits, and certificates of ownership required to enable collect income and principal payments; provided that the Servicer Custodian shall not be responsible for the failure to service receive payment of (or late payment of) distributions with respect to securities or other property held in the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents Account; c. Subject to the Custodiantimely receipt of notice from an issuer or Authorized Party, collect all proceeds from securities, certificates of deposit or other investments which may mature, be redeemed, be retired, be called or otherwise be payable; d. Submit or cause to be submitted to the Servicer shall provide Client or the Investment Manager, as designated by the Client, information actually received by the Custodian regarding ownership rights pertaining to property held in the Account; e. Attend to involuntary corporate actions; f. Exchange interim receipts or temporary securities for definitive securities; g. Render periodic statements for property held hereunder; h. Give the appropriate Client written notice (which may be electronic) of Corporate Actions (defined below) whenever the Custodian receives information concerning the property held hereunder which requires discretionary action by the beneficial owners of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.property

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires has waived the requirement for such segregationsegregation by notice in writing to the Indenture Trustee, the Custodian and the Servicer. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of shall perform or cause its agents or sub-custodians to perform the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) following duties with respect to the Contract DocumentsAccount: a. Hold the property in safekeeping facilities of the Custodian or of other custodian banks, or in a clearing agency that acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (A) act exclusively collectively referred to herein as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii"Securities System") in the event that United States or elsewhere. Upon the Servicer is not receipt of Authorized Instructions from the CustodianClient, the Custodian shall establish and maintain one or more segregated accounts for purposes of segregating securities or cash for the purpose or purposes specified in the applicable Authorized Instruction. Securities held by the Custodian (other than bearer securities) shall be registered in the name of the Client or in the name of any nominee of the Client or in the name of any nominee of the Custodian which nominee shall be assigned exclusively to the extent Client, UNLESS the Servicer directs Client has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Client, or in the nominee name of any agent appointed pursuant to Section 6.c hereof or in the nominee name of any sub-custodian appointed pursuant to Section 6.a hereof, in either of which case, the nominee name shall be one used exclusively for the Client. All securities accepted by the Custodian on behalf of the Client under the terms of this Agreement shall be in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian"street name" or other good delivery form. The Custodian shall acknowledge have no responsibility for any property of the Client held or received by the Client and not delivered to the Custodian or its agents or sub-custodians. b. In accordance with Schedule 6.b. hereto, maintain Foreign Assets (as defined in Schedule 6.b), and cash incidental to transactions in such Assets, in the custody of certain Eligible Foreign Custodians (as defined in Schedule 6.b.) and Eligible Securities Depositories (as defined in Schedule 6.b.) acting as foreign sub-custodians in conformity with the requirements of Rule 17f-5 and Rule 17f-7 under the 1940 Act; c. Collect all income payable to and all distributions due to the Account and sign on the Account's behalf all declarations, affidavits, and ownership and other certificates in connection with the receipt of income and other payments with respect to securities held by the returned materials Custodian or in connection with transfers of securities; d. Subject to the timely receipt of notice from an issuer or Authorized Party, collect all proceeds from securities, certificates of deposit or other investments that may mature, be redeemed, be retired, be called or otherwise be payable; e. Submit or cause to be submitted to the Client or the Investment Manager, as designated by signing the Servicer's Client, information actually received by the Custodian regarding ownership rights pertaining to property held in the Account; f. [ATTEND TO INVOLUNTARY CORPORATE ACTIONS;] g. Exchange interim receipts or temporary securities for definitive securities; h. Render periodic statements for property held hereunder as described in Section 12 hereof; i. Give the Client written notice and shall promptly send copies (which may be electronic) of Corporate Actions (defined below) whenever the Custodian receives or obtains information from any source (including, without limitation, through publications Custodian routinely uses in its business) concerning the property held hereunder that requires discretionary action by the beneficial owners of such acknowledgment or receipt to the Servicer. property (iv) upon reasonable prior written noticeother than a proxy), permit the Servicersuch as subscription rights, the Indenture Trustee bonus issues, stock repurchase plans and the Insurer to examine the Contract Documents in the possessionrights offerings, coupon payments, redemptions, exchanges, tender offers, or under the controllegal notices or other material intended to be transmitted to such holders (collectively, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions."Corporate Actions"

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of shall perform or cause its agents or sub-custodians to perform the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) following duties with respect to the Contract DocumentsAccount: a. Hold the property in safekeeping facilities of the Custodian or of other custodian banks, or in a clearing agency that acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (A) act exclusively collectively referred to herein as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii"Securities System") in the event United States or elsewhere, provided, however, that any clearing agency or book-entry system must be approved by the Servicer is not Board of the Client. Upon the receipt of Authorized Instructions from the Client, the Custodian shall establish and maintain one or more segregated accounts for purposes of segregating securities or cash for the purpose or purposes specified in the applicable Authorized Instruction. Securities held by the Custodian (other than bearer securities) shall be registered in the name of the Client, in the name of any nominee of the Client, in the name of any nominee of the Custodian, in the nominee name of any sub-custodian appointed pursuant to Section 6.a hereof, in the nominee name of any agent appointed pursuant to Section 6.c hereof, or in the nominee name of a Securities System. All securities accepted by the Custodian on behalf of the Client under the terms of this Agreement shall be in "street name" or other good delivery form. b. In accordance with Schedule 6.b. hereto, maintain Foreign Assets (as defined in Schedule 6.b), and cash incidental to transactions in such Assets, in the custody of certain Eligible Foreign Custodians (as defined in Schedule 6.b.) and Eligible Securities Depositories (as defined in Schedule 6.b.) in conformity with the requirements of Rule 17f-5 and Rule 17f-7 under the 1940 Act; c. Collect all income payable to and all distributions due to the extent Account and sign on the Servicer directs Account's behalf all declarations, affidavits, and ownership and other certificates in connection with the receipt of income and other payments with respect to securities and other property of the Account, provided that the Custodian in writing, deliver certain specified Contract Documents shall not be responsible for the failure to the Servicer receive payment of (or late payment of) distributions with respect to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment securities or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents other property held in the possession, or under the control, Account so long as such failure did not involve a breach of the Custodian.'s standard of care under this Agreement; (v) at its own expensed. Subject to the timely receipt of notice from an issuer or Authorized Party, maintain at collect all times while acting as Custodianproceeds from securities, and keep in full force and effect (A) fidelity insurancecertificates of deposit or other investments that may mature, (B) theft of documents insurancebe redeemed, (C) fire insurancebe retired, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject called or otherwise be payable; e. Submit or cause to deductiblesbe submitted to the Client or the Investment Manager, as are customary designated by the Client, information actually received by the Custodian regarding ownership rights pertaining to property held in the Account; f. Attend to involuntary corporate actions; g. Exchange interim receipts or temporary securities for similar insurance typically maintained definitive securities; h. Render periodic statements for property held hereunder as described in Section 12 hereof; i. Give the Client written notice (which may be electronic) of Corporate Actions (defined below) whenever the Custodian receives or obtains information from the issuer of any security, from any Securities System, or from any source Custodian routinely uses in its business concerning the property held hereunder that requires discretionary action by banks that act the beneficial owners of such property (other than a proxy), such as custodian in similar transactions.subscription rights, bonus issues, stock repurchase plans and rights offerings, coupon payments, redemptions, exchanges, tender offers, or legal notices or other material intended to be transmitted to such holders (collectively, "Corporate Actions"

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with its customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation.; (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee.; (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's ’s notice and shall promptly send copies of such acknowledgment or receipt to the Servicer.; and (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer during normal business hours to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. With respect to the Mortgage Note, the Mortgage and each assignment of Mortgage and other documents constituting the Mortgage File that are delivered to the Custodian or that at any time come into the possession of the Custodian, the Custodian shall be the custodian for and the bailee of the Trustee, for the benefit of the Certificateholders, until the release of such Mortgage Loans in accordance with the provisions of Section 2.5 hereof. The Custodian shall hold all documents constituting each Mortgage File received by it for the exclusive use and benefit of the Trustee, on behalf of the Certificateholders, until such time as the Mortgage Loans held by it are released pursuant to the provisions of Section 2.5 and shall make dis position thereof only in accordance with the instructions furnished by the Trustee, except otherwise provided herein. In connection with its duties as Custodian, the Custodian shall have such duties and responsibilities as are specifically provided herein and in addition shall: : (i) review the Mortgage Files, and the Mortgage Files with respect to any Replacement Mortgage Loan, as provided in Section 2.3, to determine whether the requirements of Section 2.3 are satisfied and accept Replacement Mortgage Loans in accordance with the provisions of such Sections 2.02, 2.04 or 2.05 of the Pooling and Servicing Agreement as applicable; (ii) segregate and maintain continuous custody of all documents, instruments and certificates constituting each Mortgage File that is received and held by it in accordance with the Contract Documents provisions of this Agreement in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. ; (iiiii) with respect subject to the Contract Documentsprovisions of this Agreement, (A) act exclusively as hold the Custodian Mortgage Loans for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit Trustee, on behalf of the Indenture Certificateholders, and keep such Mortgage Loans free and clear of all liens, claims and encumbrances whatsoever arising out of or through claims of creditors of the Custodian; (iv) not release or deliver any of the Mortgage Loans, except as provided in this Agreement or in accordance with the direction of the Trustee. ; (iiiv) record, or cause to be recorded, each assignment of Mortgage as required by, and in accordance with, the applicable provisions of this Agreement, (vi) execute such documents, instruments and assignments, and take such further action, as is necessary to vest title in the event that Sellers, the Servicers, the Master Servicer is not or the CustodianDepositor, as applicable, to the extent Mortgage Loans, to be released in accordance with the Servicer directs applicable provisions of this Agreement, in each case as required by, and in accordance with, the applicable pro visions of this Agreement; and (vii) do all such further acts and things with respect to the Mortgage Loans as are specifically provided for in this Agreement or as the Custodian may be instructed to do by the Trustee, in writing, deliver certain specified Contract Documents to accordance with the Servicer to enable the Servicer to service the Contracts pursuant to terms of this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of shall perform or cause its agents or sub-custodians to perform the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) following duties with respect to the Contract DocumentsAccount: a. Hold the property in safekeeping facilities of the Custodian or of other custodian banks, or in a clearing agency that acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (A) act exclusively collectively referred to herein as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii"Securities System") in the event United States or elsewhere, provided, however, that any clearing agency or book-entry system must be approved by the Servicer is not Board of the Client. Upon the receipt of Authorized Instructions from the Client, the Custodian shall establish and maintain one or more segregated accounts for purposes of segregating securities or cash for the purpose or purposes specified in the applicable Authorized Instruction. Securities held by the Custodian (other than bearer securities) shall be registered in the name of the Client, in the name of any nominee of the Client, in the name of any nominee of the Custodian, in the nominee name of any sub-custodian appointed pursuant to Section 6.a hereof, in the nominee name of any agent appointed pursuant to Section 6.c hereof, or in the nominee name of a Securities System. All securities accepted by the Custodian on behalf of the Client under the terms of this Agreement shall be in "street name" or other good delivery form. b. In accordance with Schedule 6.b. hereto, maintain Foreign Assets (as defined in Schedule 6.b), and cash incidental to transactions in such Assets, in the custody of certain Eligible Foreign Custodians (as defined in Schedule 6.b.) and Eligible Securities Depositories (as defined in Schedule 6.b.) in conformity with the requirements of Rule 17f-5 and Rule 17f-7 under the 1940 Act; c. Collect all income payable to and all distributions due to the extent Account and sign on the Servicer directs Account's behalf all declarations, affidavits, and ownership and other certificates in connection with the receipt of income and other payments with respect to securities and other property of the Account, provided that the Custodian shall not be responsible for the failure to receive payment of (or late payment of) distributions with respect to securities or other property held in writing, deliver certain specified Contract Documents the Account so long as such failure did not involve a breach of the Custodian's standard of care under this Agreement; d. Subject to the Servicer timely receipt of notice from an issuer or Authorized Party, collect all proceeds from securities, certificates of deposit or other investments that may mature, be redeemed, be retired, be called or otherwise be payable; e. Submit or cause to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents be submitted to the CustodianClient or the Investment Manager, as designated by the Client, information actually received by the Custodian regarding ownership rights pertaining to property held in the Account; f. Attend to involuntary corporate actions; g. Exchange interim receipts or temporary securities for definitive securities; h. Render periodic statements for property held hereunder as described in Section 12 hereof; i. Give the Client written notice (which may be electronic) of Corporate Actions (defined below) whenever the Custodian receives or obtains information from the issuer of any security, from any Securities System, or from any source Custodian routinely uses in its business concerning the property held hereunder that requires discretionary action by the beneficial owners of such property (other than a proxy), such as subscription rights, bonus issues, stock repurchase plans and rights offerings, coupon payments, redemptions, exchanges, tender offers, or legal notices or other material intended to be transmitted to such holders (collectively, "Corporate Actions"). When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received that bears an expiration date, the Servicer Custodian shall provide written promptly seek Authorized Instructions. If Authorized Instructions are not received in time for the Custodian to take timely action, or actual notice of such return Corporate Action was received too late to seek such Instructions, the CustodianCustodian is authorized, but shall have no express or implied duty or obligation, to (i) sell such rights entitlement or fractional interest and to credit the Account with the proceeds or (ii) take any other action it deems, in good faith, to be appropriate. The Custodian shall acknowledge receipt be fully protected for acting in accordance with, or failing to act in the absence of, Authorized Instructions and for taking such other action as the Custodian is so authorized under the immediately preceding sentence of this Section 7.i; j. The Custodian will send promptly to the Client or the Authorized Party(ies) all proxies and other information concerning the same (if issued in the name of the returned materials by signing Custodian's nominee or the Servicer's notice nominee of a Securities System), without indication of the manner in which such proxies are to be voted, and shall promptly send all other notices and communications with respect to securities in the Account that call for voting or relate to legal proceedings; provided, that if written copies of such acknowledgment or receipt proxies are to be distributed, Custodian shall provide them to the Servicer.Client within a reasonable time after sufficient copies are received by the Custodian for forwarding to its clients; and k. The Custodian shall transmit promptly to the Client, all other information (iv) upon reasonable prior including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith and notices of exercises of call and put options written notice, permit by the Servicer, the Indenture Trustee Client and the Insurer maturity of future contracts purchased or sold) received by the Custodian relating to examine the Contract Documents securities in the possession, or under the control, of the CustodianAccount. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of shall perform or cause its agents or subcustodians to perform the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) following duties with respect to the Contract Documents, (A) act exclusively as Account: a. Hold the Property in safekeeping facilities of the Custodian or of other custodian banks or clearing corporations, in the United States or elsewhere; provided that the Custodian shall not be responsible for any losses resulting from the deposit or maintenance of securities or other Property (in accordance with market practice, custom, or regulation) with any recognized foreign or domestic clearing facility, book entry system, centralized custodial depository, or similar organization, including international depositories such as Euroclear and Clearstream; b. Collect income payable to and distributions due to the Account and sign on the Account’s behalf all declarations, affidavits, and certificates of ownership required to collect income and principal payments; provided that the Custodian shall not be responsible for the benefit failure to receive payment of (or late payment of) distributions with respect to securities or other property held in the Indenture Trustee and Account; c. Subject to the timely receipt of notice from an issuer or Authorized Party, collect all proceeds from securities, certificates of deposit or other investments held in the Account which may mature or be called; d. Forward to the Authorized Party designated by the Client proxies or ballots received for any stocks, bonds or other securities held in the Account in a form to enable the Authorized Party to effect the voting of proxies, excluding bankruptcy matters to which the Custodian’s duties are set forth in Section (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(ivf) below) and for ; e. Submit or cause to be submitted to the benefit of Client or the Indenture Trustee. (iii) in Investment Manager, as designated by the event that the Servicer is not Client, information actually received by the Custodian, or summaries of information, regarding ownership rights pertaining to Property held in the Account, in accordance with the Custodian’s practices, excluding bankruptcy matters to which the Custodian’s duties are set forth in Section (f) below; f. Forward to the extent Authorized Party designated by the Servicer directs Client an initial notice of bankruptcy cases relating to securities held in the Account and a notice of any required action related to such bankruptcy cases as may be actually received by the Custodian. No further action or notification related to the bankruptcy case shall be required absent the specific agreement of the parties hereto; g. Attend to corporate actions with respect to which no discretionary decision is required; h. Report the value of the Account as of such dates as the Client and the Custodian may agree upon, in accordance with methods consistently followed and uniformly applied. In reporting the value of the Account, the Custodian, in accordance with the Custodian’s then current practices, shall obtain and rely upon prices and quotes from pricing sources or, if such prices or quotes are unavailable from sources utilized by the Custodian in writingaccordance with its then current practices, deliver certain specified Contract Documents from the Client, an Investment Manager or other Authorized Party, and shall be without liability or responsibility for any loss occasioned by such reliance. Notwithstanding the foregoing, in accordance with the Custodian’s then current pricing practices, the Client, an Investment Manager or other Authorized Party may direct the Custodian as to a price or quote to be used, and the Custodian shall be fully protected when relying upon such direction and when utilizing any such price or quote; and i. Render statements for such periods as agreed by the parties with respect to the Servicer Account for Property held therein to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment an Authorized Party or receipt to the Servicerits designee. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shallshall or shall cause any agent acting on its behalf to: (i) maintain or cause to be maintained continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be electronically segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires has waived the requirement for such segregationsegregation by notice in writing to the Indenture Trustee, the Custodian and the Servicer. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, pursuant to a Request for Release of Documents, deliver or cause to be delivered certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the CustodianCustodian or its agent, the Servicer shall provide written notice of such return to the Custodian. The Custodian or its agent shall acknowledge receipt of the returned materials Contract Documents by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer; provided, however, prior to the release of any Contract to the Servicer, such original Contract shall be stamped to indicate that such Contract has been sold to ANRC Auto Owner Trust 2000-A and is subject to a first priority perfected security interest of The Chase Manhattan Bank, as Indenture Trustee, on behalf of the Noteholders and MBIA Insurance Corporation; provided, further, however, that if a Servicer Default shall have occurred, no part of the Contract Documents shall be released by the Custodian to the Servicer without the Insurer's prior written consent, which may be evidenced by the Insurer's execution of the Request for Release of Documents. Except as provided above, no part of the Contract Documents shall be delivered by the Custodian to the Seller, the Servicer, the Originator or otherwise released from the possession of the Custodian, except upon the written consent or direction of the Insurer and the Indenture Trustee. (iviii) upon reasonable prior written notice, and without charge, permit the Noteholders, the Servicer, the Issuer, the Indenture Trustee and the Insurer to examine the Contract Files and Contract Documents in the possession, or under the control, of the CustodianCustodian or its agent. (viv) at its own expense, maintain or cause to be maintained at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (dD) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions. (v) perform its duties as custodian in accordance with the terms of this Agreement and applicable law, and to the extent consistent with such terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it administers files for other portfolios, if any, giving due consideration to customary and usual standards of practice of prudent custodians. The Custodian shall promptly report to the Indenture Trustee, the Owner Trustee and the Insurer any failure by it to hold the complete set of Contract Documents for each Contract as herein provided and shall promptly take appropriate action to remedy such failure. (vi) with respect to the Contract Documents (A) act as the Custodian exclusively for the benefit of the Indenture Trustee, (B) acknowledge on the Closing Date and pursuant to Section 2.04(c) that it is holding each of the Contract Documents in respect of each of the Contracts (except as otherwise noted on the certificate given to the Insurer and the Indenture Trustee), (C) hold such Contract Documents for the exclusive use and benefit of the Indenture Trustee on behalf of the Noteholders and the Insurer and (D) maintain accurate records pertaining to each Contract to enable it to comply with terms hereof and to maintain a current inventory thereof. (vii) not have and will not assert any beneficial ownership interest in the Contracts or the Contract Documents. (viii) agree that the Contract Documents shall be maintained at World Omni Financial Corp.'s offices located at 3120 Rider Trail South, Earth City, MO 63045 or at such ox xxx xxxxx xxxxxxx xx xxx Xxxxxxxxx xxxxx xesignate from time to time after giving the Custodian, the Originator, the Servicer, the Issuer, the Insurer and the Indenture Trustee 60 days' prior written notice, which office shall be maintained separate from the offices of AutoNation Financial Services, the Servicer and the Seller and shall be at all times under the dominion and control of the Custodian. Prior to any change in the location of the Contract Documents, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel regarding the perfection, under the laws of the state where the Contract Documents will be maintained based upon possession, of the Indenture Trustee's first priority security interest in the Contracts and proceeds thereof and stating that in the opinion of such counsel, all actions necessary fully to preserve and protect the interest of the Trust, the Indenture Trustee, the Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been taken and reciting the details thereof.

Duties of Custodian. The Custodian shallshall perform or cause its agents or ------------------- sub-custodians to perform the following duties withrespect to the Account: a. Hold the property in safekeeping facilities of the Custodian or of other custodian banks, or in a clearing agency that acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (icollectively referred to herein as the "Securities System") in the United States or elsewhere, provided, however, that any clearing agency or book-entry system must be approved by the Board of the Client. Upon the receipt of Authorized Instructions from the Client, the Custodian shall establish and maintain continuous one or more segregated accounts for purposes of segregating securities or cash for the purpose or purposes specified in the applicable Authorized Instruction. Securities held by the Custodian (other than bearer securities) shall be registered in the name of the Client, in the name of any nominee of the Client, in the name of any nominee of the Custodian, in the nominee name of any sub-custodian appointed pursuant to Section 6.a hereof, in the nominee name of any agent appointed pursuant to Section 6.c hereof, or in the nominee name of a Securities System. All securities accepted by the Custodian on behalf of the Client under the terms of this Agreement shall be in "street name" or other good delivery form. b. In accordance with Schedule 6.b. hereto, maintain Foreign Assets (as defined in Schedule 6.b), and cash incidental to transactions in such Assets, in the custody of certain Eligible Foreign Custodians (as defined in Schedule 6.b.) and Eligible Securities Depositories (as defined in Schedule 6.b.) in conformity with the Contract Documents requirements of Rule 17f-5 and Rule 17f-7 under the 1940 Act; c. Collect all income payable to and all distributions due to the Account and sign on the Account's behalf all declarations, affidavits, and ownership and other certificates in secure connection with the receipt of income and fire resistant facilities in accordance other payments with customary standards for such custody. Such Contract Documents respect to securities and other property of the Account, provided that the Custodian shall not be segregated responsible for the failure to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. receive payment of (iior late payment of) distributions with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) securities or other property held in the event that the Servicer is Account so long as such failure did not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, involve a breach of the Custodian.'s standard of care under this Agreement; (v) at its own expensed. Subject to the timely receipt of notice from an issuer or Authorized Party, maintain at collect all times while acting as Custodianproceeds from securities, and keep in full force and effect (A) fidelity insurancecertificates of deposit or other investments that may mature, (B) theft of documents insurancebe redeemed, (C) fire insurancebe retired, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject called or otherwise be payable; e. Submit or cause to deductiblesbe submitted to the Client or the Investment Manager, as are customary designated by the Client, information actually received by the Custodian regarding ownership rights pertaining to property held in the Account; f. Attend to involuntary corporate actions; g. Exchange interim receipts or temporary securities for similar insurance typically maintained definitive securities; h. Render periodic statements for property held hereunder as described in Section 12 hereof; i. Give the Client written notice (which may be electronic) of Corporate Actions (defined below) whenever the Custodian receives or obtains information from the issuer of any security, from any Securities System, or from any source Custodian routinely uses in its business concerning the property held hereunder that requires discretionary action by banks that act the beneficial owners of such property (other than a proxy), such as custodian in similar transactions.subscription rights, bonus issues, stock repurchase plans and rights offerings, coupon payments, redemptions, exchanges, tender offers, or legal notices or other material intended to be transmitted to such holders (collectively, "Corporate Actions"

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of shall perform or cause its agents or ------------------- sub-custodians to perform the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) following duties with respect to the Contract DocumentsAccount: a. Hold the property in safekeeping facilities of the Custodian or of other custodian banks, or in a clearing agency that acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (A) act exclusively collectively referred to herein as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii"Securities System") in the event United States or elsewhere, provided, however, that any clearing agency or book-entry system must be approved by the Servicer is not Board of the Client. Upon the receipt of Authorized Instructions from the Client, the Custodian shall establish and maintain one or more segregated accounts for purposes of segregating securities or cash for the purpose or purposes specified in the applicable Authorized Instruction. Securities held by the Custodian (other than bearer securities) shall be registered in the name of the Client, in the name of any nominee of the Client, in the name of any nominee of the Custodian, in the nominee name of any sub-custodian appointed pursuant to Section 6.a hereof, in the nominee name of any agent appointed pursuant to Section 6.c hereof, or in the nominee name of a Securities System. All securities accepted by the Custodian on behalf of the Client under the terms of this Agreement shall be in "street name" or other good delivery form. b. In accordance with Schedule 6.b. hereto, maintain Foreign Assets (as defined in Schedule 6.b), and cash incidental to transactions in such Assets, in the custody of certain Eligible Foreign Custodians (as defined in Schedule 6.b.) and Eligible Securities Depositories (as defined in Schedule 6.b.) in conformity with the requirements of Rule 17f-5 and Rule 17f-7 under the 1940 Act; c. Collect all income payable to and all distributions due to the extent Account and sign on the Servicer directs Account's behalf all declarations, affidavits, and ownership and other certificates in connection with the receipt of income and other payments with respect to securities and other property of the Account, provided that the Custodian in writing, deliver certain specified Contract Documents shall not be responsible for the failure to the Servicer receive payment of (or late payment of) distributions with respect to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment securities or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents other property held in the possession, or under the control, Account so long as such failure did not involve a breach of the Custodian.'s standard of care under this Agreement; (v) at its own expensed. Subject to the timely receipt of notice from an issuer or Authorized Party, maintain at collect all times while acting as Custodianproceeds from securities, and keep in full force and effect (A) fidelity insurancecertificates of deposit or other investments that may mature, (B) theft of documents insurancebe redeemed, (C) fire insurancebe retired, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject called or otherwise be payable; e. Submit or cause to deductiblesbe submitted to the Client or the Investment Manager, as are customary designated by the Client, information actually received by the Custodian regarding ownership rights pertaining to property held in the Account; f. Attend to involuntary corporate actions; g. Exchange interim receipts or temporary securities for similar insurance typically maintained definitive securities; h. Render periodic statements for property held hereunder as described in Section 12 hereof; i. Give the Client written notice (which may be electronic) of Corporate Actions (defined below) whenever the Custodian receives or obtains information from the issuer of any security, from any Securities System, or from any source Custodian routinely uses in its business concerning the property held hereunder that requires discretionary action by banks that act the beneficial owners of such property (other than a proxy), such as custodian in similar transactions.subscription rights, bonus issues, stock repurchase plans and rights offerings, coupon payments, redemptions, exchanges, tender offers, or legal notices or other material intended to be transmitted to such holders (collectively, "Corporate Actions"

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii2.04(a) (iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. a. Subject to the terms and conditions of this Agreement, the Company hereby authorizes and directs the Custodian to hold any Securities or cash received by it from time to time in the Custody Account. The Custodian shall be entitled to utilize depositories to the extent possible in connection with its performance hereunder. With respect to each depository, Custodian (i) shall exercise due care in accordance with reasonable commercial standards in discharging it duties as a securities intermediary to obtain and thereafter maintain Securities or other financial assets deposited or held in such depository, and (ii) will provide promptly upon request by the Company, such reports as are available concerning the internal accounting controls and financial strength of the Custodian. Each depository utilized by Custodian, and the Custodian shall at all times comply with Rule 17f-4 under the 1940 Act. The Company acknowledges that the Custodian is a participant of the Depository Trust & Clearing Corporation (“DTCC”), therefore any Securities and cash deposited by the Custodian with DTCC will be held subject to the rules, terms, and conditions of DTCC, provided that such rules, terms, and conditions are consistent with Rule 17f-4 under the 1940 Act. The Custodian shall identify on its books and records the Securities and cash belonging to the Company, whether held directly or indirectly through DTCC. b. The Custodian shall not have any obligation to review the Securities held by it for the Company, or to supervise, advise, or recommend to the Company the purchase, retention, sale, exchange, or deposit in reorganization or otherwise, at any time, unless otherwise agreed in a separate written agreement between the Parties. The Custodian’s sole duty shall be to follow the written directions of an Authorized Representative as designated in this Agreement, or as amended in a separate signed written instrument delivered to the Custodian from time to time hereafter. The Authorized Representative(s), and additional Person(s) as may be designated from time to time hereafter to act as an Authorized Representative, have the legal power to deposit Securities or cash with the Custodian, and to affect any additions, substitutions, withdrawals, and any other actions regarding any Custody Account. c. The Custodian shall not have any obligation to take any action, or omit to take any action, regarding stocks, dividends, warrants, rights to subscribe, plans of reorganization or recapitalization, or plans for the exchange of Securities. The Custodian is authorized, but not required, to reregister defaulted Securities in the Company’s name. d. The Custodian shall not be responsible for the genuineness, validity, alteration of, or defect in, the Securities. The Custodian shall not be liable for any loss or damage to Securities in a Custody Account, unless the loss or damage is due to the Custodian’s failure to exercise reasonable care, bad faith, or willful misconduct. The Company acknowledges and understands that any and all Securities in a Custody Account (including any certificates or shares of any investment company mutual fund or money market fund that may be held in a Custody Account) are not insured by the Federal Deposit Insurance Corporation (FDIC), nor protected by the Securities Investor Protection Corporation (SIPC), and the Custodian shall have no obligation to insure the Securities in any Custody Account. e. With respect to any and all Securities held pursuant to this Agreement, the Custodian, unless otherwise instructed in writing by the Company to the contrary, shall: (i) maintain continuous custody Receive all income and other payments and advise the Company of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for any such custody. Such Contract Documents shall amounts due but not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation.paid; (ii) with respect to Present for payment and receive the Contract Documents, (A) act exclusively as amount paid upon all Securities which may mature and advise the Custodian for the benefit Company of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee.any such amounts due but not paid; (iii) Forward to the Company information or documents that it may receive from an issuer of Securities which, in the event that the Servicer is not opinion of the Custodian, are intended for the beneficial owner of Securities; (iv) Execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bonds and note coupons; (v) Hold directly or through DTCC all rights and similar Securities issued with respect to any Securities credited to a Custody Account hereunder; and (vi) Endorse for collection checks, drafts or other negotiable instruments. f. The Custodian shall have no obligation to present Securities for payment prior to the extent due date. The Custodian shall not have any liability for any failure to collect principal and interest, due to failure of the Servicer directs obligor or payor of any Securities held in the Custody Account to make timely payment thereon, and shall not have any obligation to institute or participate in any related legal proceedings except as may be reasonably required to factually support a claim, with the fees, costs, and expenses (including attorneys’ fees and expenses) of such participation to be paid or reimbursed by the Company. The Custodian shall not have any duty in writing, deliver certain specified Contract Documents connection with the collection or payment of dividends on stocks or interest on Securities held in the Custody Account and registered in a name other than the Custodian’s nominee name. g. Income from the Securities shall be credited to the Servicer to enable Custody Account. However, the Servicer to service the Contracts pursuant to Company agrees that any credit made in this Agreement. At such time as the Servicer returns such Contract Documents regard is made provisionally, subject to the Custodian’s receipt of final cash payment of any items sent for collection. The Custodian may, but shall not be required to, advance funds for the account of the Company, and the Company agrees to reimburse the Custodian for such advances of funds at the Custodian’s then prevailing prime lending rate. h. Upon receipt of written instructions, which include e-mail or telephonic instructions promptly confirmed in writing (which may include by e-mail), from the Company, the Servicer shall provide Custodian will settle for the Company’s risk and account, the purchase or sale of Securities, provided that the funds or the Securities are on hand in deliverable form, as applicable. The Company agrees to execute and deliver to the Custodian written notice confirmation of such return purchases, sales or other transactions affecting the Custody Account, in form satisfactory to the Custodian. The Custodian shall acknowledge receipt not be liable for any act or omission of any broker or agent selected by the Company to purchase or sell Securities for the account of the returned materials by signing Company. The Company shall provide the Servicer's notice and shall promptly send copies Custodian a list of such acknowledgment all brokers or receipt agents who are authorized to purchase or sell Securities in the ServicerCustody Account on behalf of the Company (see Schedule C). (ivi) upon reasonable prior The Company must provide the Custodian with timely written direction or notice regarding any rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, permit the Servicer, the Indenture Trustee and the Insurer Custodian shall have no liability for failing to examine the Contract Documents in the possession, so notify any issuer or under the control, of the CustodianDTCC. (vii) The Custodian shall transmit promptly to the Company all written information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its sub-custodian or from issuers of the Securities being held for the Company. If Securities (including, but not limited to, warrants, options, tenders, options to tender, or non-mandatory puts or calls) confer optional rights on the Company or provide for discretionary action or alternative courses of action by the Company, the Company shall be responsible for making any decisions relating thereto and for directing in writing the Custodian to act. The Custodian shall have no obligation to act until it receives the Company’s written instructions, no later than at least three (3) Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as the Custodian may notify the Company). Absent the Custodian’s timely receipt of such written instructions, the Custodian shall not be responsible or liable for any failure to take any action relating to or to exercise any rights conferred by such Securities. (iii) The Custodian will, with respect to the Securities held hereunder, use reasonable efforts to cause to be made available to the Company proxies, proxy soliciting materials and notices relating to such Securities received by the Custodian from its own expenseagents or its sub-custodians or from issuers of the Securities being held for the Company, maintain without indication of the manner in which such proxies are to be voted. The Company may respond to such proxies, or may provide proper instructions to the Custodian to respond to such proxies on its behalf. In order for the Custodian to act, it must receive proper instructions no later than the deadline applicable to responses for corporate actions for the bank serving as Custodian. In the absence of such proper instructions, or in the event that such proper instructions are not received in a timely fashion, the Custodian shall be under no duty to act with regard to such proxies. Notwithstanding the above, neither the Custodian nor any nominee of the Custodian shall vote any of the Securities held hereunder by or for the account of the Company, except in accordance with proper instructions. i. Any Securities or payments received after the Custodian’s regular close of business, shall be deemed received on the next Business Day. j. The Custodian shall hold in a separate account, and physically segregate at all times while acting as Custodianfrom those of any other persons, firms or corporations, pursuant to the provisions hereof, all Securities received by it for or for the account of the Company. All such Securities are to be held or disposed of by Custodian at all times pursuant to instructions from the Company, pursuant to this Agreement. The Custodian shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such Securities and keep investments except pursuant to the direction of the Company under terms of this Agreement. k. Custodian will identify in full force its records and effect hold and physically segregate, where Securities are issued in physical form, for the Company all Securities to the Company’s Custody Accounts. l. If Company wishes the Custodian to hold for safekeeping any document, instrument or agreement relating to a Security, whether in written or electronic form and whether an original or copy (a “Financing Document”), (i) the Company will (A) fidelity insuranceif the Financing Document is in a written or other tangible form, deliver the Financing Document to the Custodian and (B) otherwise transmit the Financing Document to the Custodian as an electronic record, in each case through a method of delivery or transmission approved by the Custodian, and (ii) the Custodian will (A) accept the delivery or transmission of the Financing Document, (B) theft hold or store the Financing Document as bailee for the benefit of documents insurancethe Company , (C) fire insurancepromptly, upon the Company’s request, deliver or transmit the Financing Document to the Company or to any party as the Company may specify and (dD) forgery insurance. All such insurance shall be in amountsat the request of the Company but no more often than once each calendar quarter, with standard coverage provide to the Company a list of the Financing Documents accepted by the Custodian pursuant to the foregoing clause (A) and subject of the Financing Documents delivered or transmitted out by the Custodian pursuant to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactionsthe foregoing clause (C).

Duties of Custodian. 4.1 The Custodian shall: (i) maintain continuous custody will exercise all reasonable care in the performance of the Contract Documents Services and its other duties under this Agreement. 4.2 The only duties of the Custodian shall be to perform the Services and its other duties set out in secure and fire resistant facilities this Agreement in accordance with customary standards for such custodythe terms of this Agreement. Such Contract Documents The Custodian and/or any of its Affiliates shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereofaccept responsibilities more extensive than those set out in this Agreement, unless the Insurer requires such segregation. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, save to the extent the Servicer directs Custodian agrees to enter into further documentation with the Client in relation to any additional duties or functions which the Client wishes the Custodian in writingto perform on its behalf (Additional Services). 4.3 The Custodian does not hold itself out as providing a service of buying and selling securities or contractually based investments. 4.4 Where the Custodian agrees to execute an order pursuant to an Instruction, deliver certain specified Contract Documents the Custodian may aggregate orders for the Client with those orders of other customers and of its employees and of associates of the Custodian and their employees. By aggregating a customer's orders with those of other customers the Custodian must reasonably believe that it is unlikely that the aggregation would work overall to the Servicer disadvantage of those customers. However, the effect of the aggregation may operate on some occasions to the Client's disadvantage in relation to a particular Instruction. 4.5 To enable the Custodian to assume and continue to carry out its duties under this Agreement, the Client agrees to complete such transfers, mandates or other documents and do such acts and things as shall be within its power from time to time required by the Custodian to bring the Property under its control and deal with it as custodian at the commencement of or at any time during the term of this Agreement provided that the Custodian may, in its absolute discretion, decline to accept (in whole or in part) any Instruction to hold Property. 4.6 The Custodian is entitled to take any action or to refuse to take any action which the Custodian, in its absolute discretion, regards as necessary for the Custodian to comply with the Rules. The Client agrees when instructing the Custodian to adhere to the Rules as required by the Custodian to enable the Servicer Custodian to service fulfil the Contracts pursuant to obligations imposed on the Custodian by the Rules. 4.7 The Custodian is not acting under this Agreement. At such time Agreement as the Servicer returns such Contract Documents manager or investment adviser to the CustodianClient, and responsibility for decisions related to the selection, acquisition and disposal of the Property remains with the Client and/or the Manager or following the delivery of an Enforcement Notice, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written noticeSecurity Trustee, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactionstimes.

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of shall perform or cause its agents or subcustodians to perform the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) following duties with respect to the Contract Documents, (A) act exclusively as Account: a. Hold the property in safekeeping facilities of the Custodian or of other custodian banks or clearing corporations, in the United States or elsewhere; provided that the Custodian shall not be responsible for any losses resulting from the deposit or maintenance of securities or other Property (in accordance with market practice, custom, or regulation) with any recognized foreign or domestic clearing facility, book entry system, centralized custodial depository, or similar organization, including international depositories such as Euroclear and Clearstream; b. Collect income payable to and distributions due to the Account and sign on the Account's behalf all declarations, affidavits, and certificates of ownership required to collect income and principal payments; provided that the Custodian shall not be responsible for the benefit failure to receive payment of (or late payment of) distributions with respect to securities or other property held in the Indenture Trustee and Account; c. Subject to the timely receipt of notice from an issuer or Authorized Party, collect all proceeds from securities, certificates of deposit or other investments held in the Account which may mature or be called; d. Forward to the Authorized Party designated by the Client proxies or ballots for any stocks, bonds or other securities held in the Account in a form to enable the Authorized Party to effect the voting of proxies, excluding bankruptcy matters to which the Custodian's duties are set forth in Section (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(ivf) below) and for ; e. Submit or cause to be submitted to the benefit of Client or the Indenture Trustee. (iii) in Investment Manager, as designated by the event that the Servicer is not Client, information received by the Custodian, or summaries of information, regarding ownership rights pertaining to Property held in the Account, in accordance with the Custodian's practices, excluding bankruptcy matters to which the Custodian's duties are set forth in Section (f) below; f. Forward to the extent Authorized Party designated by the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written Client an initial notice of bankruptcy cases relating to securities held in the Account and a notice of any required action related to such return to bankruptcy cases as may be actually received by the Custodian. The Custodian No further action or notification related to the bankruptcy case shall acknowledge receipt be required absent the specific agreement of the returned materials parties hereto; g. Attend to corporate actions with respect to which no discretionary decision is required; h. Render statements for such periods as agreed by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt parties with respect to the ServicerAccount for Property held therein. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Trustee, and any Custodian appointed pursuant to Section 2.4(b), while acting as Custodian shall: (i) segregate and maintain continuous custody of the Contract Documents in secure and fire resistant fireproof facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation.; (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee Certificateholders and for the Insurer and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii2.4(a)(iii) and 2.04(a)(iv2.4(a)(iv) below) and for the benefit of the Indenture Trustee.Certificateholders and the Insurer; (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, the Custodian shall deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer.; (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee Servicer and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian.; and (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires has waived the requirement for such segregationsegregation by notice in writing to the Indenture Trustee, the Custodian and the Servicer. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of shall perform or cause its agents or ------------------- sub-custodians to perform the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) following duties with respect to the Contract DocumentsAccount: a. Hold the property in safekeeping facilities of the Custodian or of other custodian banks, or in a clearing agency that acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (A) act exclusively collectively referred to herein as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii"Securities System") in the event that United States or elsewhere. Upon the Servicer is not receipt of Authorized Instructions from the CustodianClient, the Custodian shall establish and maintain one or more segregated accounts for purposes of segregating securities or cash for the purpose or purposes specified in the applicable Authorized Instruction. Securities held by the Custodian (other than bearer securities) shall be registered in the name of the Client or in the name of any nominee of the Client or in the name of any nominee of the Custodian which nominee shall be assigned exclusively to the extent Client, unless the Servicer directs Client has authorized in writing the ------ appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Client, or in the nominee name of any agent appointed pursuant to Section 6.c hereof or in the nominee name of any sub-custodian appointed pursuant to Section 6.a hereof, in either of which case, the nominee name shall be one used exclusively for the Client. All securities accepted by the Custodian on behalf of the Client under the terms of this Agreement shall be in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian"street name" or other good delivery form. The Custodian shall acknowledge have no responsibility for any property of the Client held or received by the Client and not delivered to the Custodian or its agents or sub-custodians. b. In accordance with Schedule 6.b. hereto, maintain Foreign Assets (as defined in Schedule 6.b), and cash incidental to transactions in such Assets, in the custody of certain Eligible Foreign Custodians (as defined in Schedule 6.b.) and Eligible Securities Depositories (as defined in Schedule 6.b.) acting as foreign sub-custodians in conformity with the requirements of Rule 17f-5 and Rule 17f-7 under the 1940 Act; c. Collect all income payable to and all distributions due to the Account and sign on the Account's behalf all declarations, affidavits, and ownership and other certificates in connection with the receipt of income and other payments with respect to securities held by the returned materials Custodian or in connection with transfers of securities; d. Subject to the timely receipt of notice from an issuer or Authorized Party, collect all proceeds from securities, certificates of deposit or other investments that may mature, be redeemed, be retired, be called or otherwise be payable; e. Submit or cause to be submitted to the Client or the Investment Manager, as designated by signing the Servicer's Client, information actually received by the Custodian regarding ownership rights pertaining to property held in the Account; f. [Attend to involuntary corporate actions;] g. Exchange interim receipts or temporary securities for definitive securities; h. Render periodic statements for property held hereunder as described in Section 12 hereof; i. Give the Client written notice and shall promptly send copies (which may be electronic) of Corporate Actions (defined below) whenever the Custodian receives or obtains information from any source (including, without limitation, through publications Custodian routinely uses in its business) concerning the property held hereunder that requires discretionary action by the beneficial owners of such acknowledgment or receipt to the Servicer. property (iv) upon reasonable prior written noticeother than a proxy), permit the Servicersuch as subscription rights, the Indenture Trustee bonus issues, stock repurchase plans and the Insurer to examine the Contract Documents in the possessionrights offerings, coupon payments, redemptions, exchanges, tender offers, or under the controllegal notices or other material intended to be transmitted to such holders (collectively, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions."Corporate Actions"

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Trustee, and any Custodian appointed pursuant to Section 2.4(b), while acting as Custodian shall: (i) segregate and maintain continuous custody of the Contract Documents in secure and fire resistant fireproof facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation.; (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee Certificateholders and for the Insurer and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii2.4(a)(iii) and 2.04(a)(iv2.4(a)(iv) below) and for the benefit of the Indenture Trustee.Certificateholders and the Insurer; (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer.; (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee Servicer and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian.; and (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Trustee, and any Custodian appointed pursuant to Section 2.4(b), while acting as Custodian shall: (i) segregate and maintain continuous custody of the Contract Documents in secure and fire resistant fireproof facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation.; (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee Certificateholders and for the Insurer and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii2.4(a)(iii) and 2.04(a)(iv2.4(a)(iv) below) and for the benefit of the Indenture Trustee.Certificateholders and the Insurer; (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, the Custodian shall deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer.; (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee Servicer and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian.; and (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shallshall or shall cause any agent ------------------- acting on its behalf to: (i) maintain or cause to be maintained continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be electronically segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires has waived the requirement for such segregationsegregation by notice in writing to the Indenture Trustee, the Custodian and the Servicer. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, pursuant to a Request for Release of Documents, deliver or cause to be delivered certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the CustodianCustodian or its agent, the Servicer shall provide written notice of such return to the Custodian. The Custodian or its agent shall acknowledge receipt of the returned materials Contract Documents by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer; provided, however, prior to the release of any Contract to the Servicer, -------- ------- such original Contract shall be stamped to indicate that such Contract has been sold to ANRC Auto Owner Trust _________ and is subject to a first priority perfected security interest of ___________, as Indenture Trustee, on behalf of the Noteholders and ___________, provided, further, however, -------- ------- ------- that if a Servicer Default shall have occurred, no part of the Contract Documents shall be released by the Custodian to the Servicer without the Insurer's prior written consent, which may be evidenced by the Insurer's execution of the Request for Release of Documents. Except as provided above, no part of the Contract Documents shall be delivered by the Custodian to the Seller, the Servicer, the Originator or otherwise released from the possession of the Custodian, except upon the written consent or direction of the Insurer and the Indenture Trustee. (iviii) upon reasonable prior written notice, and without charge, permit the Noteholders, the Servicer, the Issuer, the Indenture Trustee and the Insurer to examine the Contract Files and Contract Documents in the possession, or under the control, of the CustodianCustodian or its agent. (viv) at its own expense, maintain or cause to be maintained at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (dD) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions. (v) perform its duties as custodian in accordance with the terms of this Agreement and applicable law, and to the extent consistent with such terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it administers files for other portfolios, if any, giving due consideration to customary and usual standards of practice of prudent custodians. The Custodian shall promptly report to the Indenture Trustee, the Owner Trustee and the Insurer any failure by it to hold the complete set of Contract Documents for each Contract as herein provided and shall promptly take appropriate action to remedy such failure. (vi) with respect to the Contract Documents (A) act as the Custodian exclusively for the benefit of the Indenture Trustee, (B) acknowledge on the Closing Date and pursuant to Section 2.04(c) that it is holding each of the Contract Documents in respect of each of the Contracts (except as otherwise noted on the certificate given to the Insurer and the Indenture Trustee), (C) hold such Contract Documents for the exclusive use and benefit of the Indenture Trustee on behalf of the Noteholders and the Insurer and (D) maintain accurate records pertaining to each Contract to enable it to comply with terms hereof and to maintain a current inventory thereof. (vii) not have and will not assert any beneficial ownership interest in the Contracts or the Contract Documents. (viii) agree that the Contract Documents shall be maintained at World Omni Financial Corp.'s offices located at _____________ or at such of its other offices as the Custodian shall designate from time to time after giving the Custodian, the Originator, the Servicer, the Issuer, the Insurer and the Indenture Trustee 60 days' prior written notice, which office shall be maintained separate from the offices of AutoNation Financial Services, the Servicer and the Seller and shall be at all times under the dominion and control of the Custodian. Prior to any change in the location of the Contract Documents, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel regarding the perfection, under the laws of the state where the Contract Documents will be maintained based upon possession, of the Indenture Trustee's first priority security interest in the Contracts and proceeds thereof and stating that in the opinion of such counsel, all actions necessary fully to preserve and protect the interest of the Trust, the Indenture Trustee, the Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been taken and reciting the details thereof.

Duties of Custodian. The Trustee, and any Custodian appointed pursuant to Section 2.4(b), while acting as Custodian shall: (i) segregate and maintain continuous custody of the Contract Documents in secure and fire resistant fireproof facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation.; (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee Certificateholders and for the Insurer and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii2.4(a)(iii) and 2.04(a)(iv2.4(a)(iv) below) and for the benefit of the Indenture Trustee.Certificateholders and the Insurer; (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, the Custodian shall deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this the Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer.; (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee Servicer and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian.; and (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shall: (i) maintain continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation.to (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shallshall or shall cause any agent acting on its behalf to: (i) maintain or cause to be maintained continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be electronically segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires has waived the requirement for such segregationsegregation by notice in writing to the Indenture Trustee, the Custodian and the Servicer. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, pursuant to a Request for Release of Documents, deliver or cause to be delivered certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the CustodianCustodian or its agent, the Servicer shall provide written notice of such return to the Custodian. The Custodian or its agent shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer; provided, however, prior to the release of any Contract to the Servicer, such original Contract shall be stamped to indicate that such Contract has been sold to ANRC Auto Owner Trust 1999-A and is subject to a first priority perfected security interest of The Chase Manhattan Bank, as Indenture Trustee, on behalf of the Noteholders and MBIA Insurance Corporation; provided, further, however, that if a Servicer Default shall have occurred, no part of the Contract Documents shall be released by the Custodian to the Servicer without the Insurer's prior written consent, which may be evidenced by the Insurer's execution of the Request for Release of Documents. Except as provided above, no part of the Contract Documents shall be delivered by the Custodian to the Seller, the Servicer, the Originator or otherwise released from the possession of the Custodian, except upon the written consent or direction of the Insurer and the Indenture Trustee. (iviii) upon reasonable prior written notice, and without charge, permit the Noteholders, the Servicer, the Issuer, the Indenture Trustee and the Insurer to examine the Contract Files and Contract Documents in the possession, or under the control, of the CustodianCustodian or its agent. (viv) at its own expense, maintain or cause to be maintained at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (dD) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions. (v) perform its duties as custodian in accordance with the terms of this Agreement and applicable law, and to the extent consistent with such terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it administers files for other portfolios, if any, giving due consideration to customary and usual standards of practice of prudent custodians. The Custodian shall promptly report to the Indenture Trustee, the Owner Trustee and the Insurer any failure by it to hold the complete set of Contract Documents for each Contract as herein provided and shall promptly take appropriate action to remedy such failure. (vi) with respect to the Contract Documents (A) act as the Custodian exclusively for the benefit of the Indenture Trustee, (B) acknowledge on the Closing Date and pursuant to Section 2.04(c) that it is holding each of the Contract Documents in respect of each of the Contracts (except as otherwise noted on the certificate given to the Insurer and the Indenture Trustee), (C) hold such Contract Documents for the exclusive use and benefit of the Indenture Trustee on behalf of the Noteholders and the Insurer and (D) maintain accurate records pertaining to each Contract to enable it to comply with terms hereof and to maintain a current inventory thereof. (vii) not have and will not assert any beneficial ownership interest in the Contracts or the Contract Documents. (viii) agree that the Contract Documents shall be maintained at World Omni Financial Corp.'s offices located at 0000 Xxxxx Xxxxx Xxxxx, Xxxxx Xxxx, XX 00000 or at such of its other offices as the Custodian shall designate from time to time after giving the Custodian, the Originator, the Servicer, the Issuer, the Insurer and the Indenture Trustee 60 days' prior written notice, which office shall be maintained separate from the offices of AutoNation Financial Services, the Servicer and the Seller and shall be at all times under the dominion and control of the Custodian. Prior to any change in the location of the Contract Documents, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel regarding the perfection, under the laws of the state where the Contract Documents will be maintained based upon possession, of the Indenture Trustee's first priority security interest in the Contracts and proceeds thereof and stating that in the opinion of such counsel, all actions necessary fully to preserve and protect the interest of the Trust, the Indenture Trustee, the Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been taken and reciting the details thereof.

Duties of Custodian. The Custodian shall: shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Custodian is specifically authorized to (i) establish and maintain continuous one or more bank accounts in a financial institution for the deposit of payments, (ii) designate persons authorized to sign with respect to such accounts, (iii) negotiate and deposit into such accounts checks made payable to the Originators, and (iv) act as Receivable Bailee on and after any transfer of duties of Receivable Bailee to the Custodian pursuant to Section 2.9(c). The Custodian, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Custodian that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement. All the provisions of this Article XI with regard to the Custodian shall apply equally to the Custodian in its capacity as the Receivable Bailee. Upon and after the transfer of duties of the Receivable Bailee to the Custodian pursuant to Section 2.9(c), the Custodian shall take and maintain custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer Receivable Files (except as owner thereof otherwise provided herein) and the Indenture Trustee Schedule of Receivables included as the pledgee thereof, unless the Insurer requires such segregation. (ii) with respect an exhibit to the Contract Documents, (A) act exclusively as each Originator Assignment and Seller Assignment and Warehouse Funding Notice and shall retain copies of all Servicer's Certificates prepared hereunder. No provision of this Agreement shall be construed to relieve the Custodian from liability for the benefit of the Indenture Trustee and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodianits own negligent action, its own negligent failure to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possessionact, or under the control, of the Custodian. (v) at its own expensebad faith; provided, maintain at all times while acting as Custodianhowever, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.that:

Duties of Custodian. The Subject to the provisions herein, the Custodian assumes only the usual duties or obligations normally performed by custodians of mutual funds. It specifically assumes no responsibility for the management, investment or reinvestment of the Securities from time to time owned by the Portfolios whether or not on deposit hereunder. In connection with its function under this Agreement, the Custodian shall: (ia) maintain continuous custody obtain a "due xxxx" for dividends, interest, or other distributions of the Contract Documents issuer due to the purchaser in secure and fire resistant facilities in accordance connection with customary standards for such custody. Such Contract Documents shall not be segregated Securities delivered to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation.Custodian; (iib) with respect render to the Contract Documents, (A) act exclusively as Trust a daily report of all monies received or paid on behalf of the Portfolios and such listings of Securities held by the Custodian for the benefit account of the Indenture Trustee Portfolios as may from time to time be requested by the Trust; (c) execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with the collection of bond and note coupons; (Bd) hold present for and collect payment of all Contract Documents for coupons and other periodic income items requiring presentation on the exclusive use date of payment; (notwithstanding Sections 2.04(a)(iiie) monitor and 2.04(a)(iv) below) and for record the benefit collection of funds in accounts maintained by the Custodian in the name of the Indenture Trustee.Portfolios on the payable date of such amounts; (iiif) in accordance with the Manager's directions as to allocation of the Securities to separate Portfolios designated by the Trust, the Custodian shall maintain records showing the respective Securities, cash and other property comprising each such Portfolio; (g) create, maintain and retain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Trust with respect to said Custodian's activities in accordance with generally accepted accounting principles. All records maintained by the Custodian in connection with the performance of its duties under this Agreement will remain the property of the Trust and in the event that the Servicer is not the Custodian, of termination of this Agreement will be relinquished to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the CustodianTrust. The Custodian shall acknowledge receipt not be liable for any taxes, assessments, or governmental charges which may be levied or assessed upon the Securities held by it hereunder, or upon the income therefrom or otherwise whatsoever. The Custodian may pay any tax, assessment or charge and reimburse itself out of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, monies of the CustodianPortfolio or out of the Securities held hereunder. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Custodian shall: (i) maintain or cause to be maintained continuous custody of the Contract Documents in secure and fire resistant facilities in accordance with customary standards for such custody. Such Contract Documents shall not be electronically segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires has waived the requirement for such segregationsegregation by notice in writing to the Indenture Trustee, the Custodian and the Servicer. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian exclusively for the benefit of the Indenture Trustee and (B) hold or cause to be held all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii) and 2.04(a)(iv) below) and for the benefit of the Indenture Trustee. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver or cause to be delivered certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the CustodianCustodian or its agent, the Servicer shall provide written notice of such return to the Custodian. The Custodian or its agent shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee and the Insurer to examine the Contract Documents in the possession, or under the control, of the CustodianCustodian or its agent. (v) at its own expense, maintain or cause to be maintained at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions. (vi) perform its duties as custodian in accordance with the terms of the Agreement and applicable law, and to the extent consistent with such terms, in the same manner in which, and with the same care, skill, prudence and diligence with which, it administers files for other portfolios, if any, giving due consideration to customary and usual standards of practice of prudent custodians. The Custodian shall promptly report to the Indenture Trustee, the Owner Trustee and the Insurer any failure by it to hold the complete set of Contract Documents for each Contract as herein provided and shall promptly take appropriate action to remedy such failure. (vii) hold the Contract Documents for the exclusive use and benefit of the Indenture Trustee on behalf of the Noteholders and the Insurer, in order to maintain accurate records pertaining to each Contract to enable it to comply with terms hereof and to maintain a current inventory thereof. (viii) not have and will not assert any beneficial ownership interest in the Contracts or the Contract Documents. (ix) agree that the Contract Documents shall be maintained at World Omni Financial Corp.'s offices located at _____________________, and shall not be moved to another location without the Insurer's prior written consent.

Duties of Custodian. The Owner Trustee, and any Custodian appointed pursuant to Section 3.03(b), while acting as Custodian shall: (i) segregate and maintain continuous custody of the Contract Documents in secure and fire resistant fireproof facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation. (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee Securityholders and for the Insurer and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii3.03(a)(iii) and 2.04(a)(iv3.03(a)(iv) below) and for the benefit of the Indenture TrusteeSecurityholders and the Insurer. (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer. (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee Servicer and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian. (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.

Duties of Custodian. The Trustee, and any Custodian appointed pursuant to Section 2.4(b), while acting as Custodian shall: (i) segregate and maintain continuous custody of the Contract Documents in secure and fire resistant fireproof facilities in accordance with customary standards for such custody. Such Contract Documents shall not be segregated to show the Issuer as owner thereof and the Indenture Trustee as the pledgee thereof, unless the Insurer requires such segregation.; (ii) with respect to the Contract Documents, (A) act exclusively as the Custodian for the benefit of the Indenture Trustee Certificateholders and for the Insurer and (B) hold all Contract Documents for the exclusive use (notwithstanding Sections 2.04(a)(iii2.4(a)(iii) and 2.04(a)(iv2.4(a)(iv) below) and for the benefit of the Indenture Trustee.Certificateholders and the Insurer; (iii) in the event that the Servicer is not the Custodian, to the extent the Servicer directs the Custodian in writing, deliver certain specified Contract Documents to the Servicer to enable the Servicer to service the Contracts pursuant to this Agreement. At such time as the Servicer returns such Contract Documents to the Custodian, the Servicer shall provide written notice of such return to the Custodian. The Custodian shall acknowledge receipt of the returned materials by signing the Servicer's notice and shall promptly send copies of such acknowledgment or receipt to the Servicer.; (iv) upon reasonable prior written notice, permit the Servicer, the Indenture Trustee Servicer and the Insurer to examine the Contract Documents in the possession, or under the control, of the Custodian.; and (v) at its own expense, maintain at all times while acting as Custodian, and keep in full force and effect (A) fidelity insurance, (B) theft of documents insurance, (C) fire 30 insurance, and (d) forgery insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, as are customary for similar insurance typically maintained by banks that act as custodian in similar transactions.