Common use of Effective Period, Termination and Amendment; Interpretive and Additional Provisions Clause in Contracts

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This The Servicer’s appointment as Custodian Agreement shall has become effective as of the date hereof Cut-Off Date and shall will continue in full force and effect until terminated as hereinafter herein provided. So long The Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Exeter Custodian except upon the reasonable determination by the Servicer that the performance of its duties herein is serving as Custodian, any no longer permissible under applicable law. No such resignation or termination shall become effective until a successor Custodian shall have assumed the responsibilities and obligations of Exeter the Custodian in accordance with Section 6.2. If BANA resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer are terminated under Section 6.1, the Sale and Servicing Agreement shall automatically terminate Exeter appointment of the Servicer as Custodian hereunderhereunder will be terminated. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days As soon as practicable after the date of such notice. Upon any termination or amendment of under this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, Section 2.2 the Custodian shall at its expense will deliver the Receivable Files to the Indenture Trustee on behalf of or the Noteholders Indenture Trustee’s designee, the Receivable Files and at the Servicer’s expense, related accounts and Records maintained by the Custodian at such place or places as the Indenture Trustee may designatereasonably designate provided, and however, that with respect to authoritative copies of the Indenture TrusteeReceivables constituting electronic chattel paper, or its agentthe Servicer, as the case may beCustodian, in its sole discretion, shall act as Custodian for either (i) continue to hold any such Receivables Files authoritative copies on behalf of the Noteholders Issuer and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter or the premises Indenture Trustee’s agent or (ii) deliver copies of such authoritative copies and destroy the authoritative copies maintained by the Servicer prior to its termination such that such copy delivered to the Indenture Trustee or the Indenture Trustee’s agent becomes the authoritative copy of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicableconstituting electronic chattel paper.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer and Backup Servicer, who and the Servicer shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Fitch Ratings, a Standard & Poor’s Financial Services LLC business Inc. (“S&P”) (collectivelyFitch” and, together with Moody’s, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer and Backup Servicer, who and the Servicer shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) and Fitch Ratings, Inc. (collectively“Fitch” and, together with S&P, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&PStandard & Poor’s”), and Xxxxx’x Investors Service, Inc. (“Moody’s”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) and Fitch Ratings, Inc. (collectively“Fitch” and, together with S&P, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer and Backup Servicer, who and the Servicer shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business Ratings (“S&P”) (collectively” and, together with Moody’s, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“MoodyInc.(“Moody’s”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to Standard & Poor’s, a division of the Servicer, who shall deliver such notice to Xxxxx’x Investors ServiceXxXxxx-Xxxx Companies, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business ’s”), and Xxxxx’x Investors Service (“S&PMoody’s”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer and Backup Servicer, who and the Servicer shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’sXxxxx’x”) and S&P Global Fitch Ratings, a Standard & Poor’s Financial Services LLC business Inc. (“S&P”) (collectivelyFitch” and, together with Xxxxx’x, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerControlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Custodian Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking terminationtermination or amendment, in the case of terminationsas applicable, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors ServiceFitch Inc., Inc. d/b/a Fitch Ratings (“Moody’sFitch”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&PStandard & Poor’s”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Custodian Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Custodian Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Custodian Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“MoodyInc.(“Moody’s”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&PStandard & Poor’s”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto [with the prior written consent of the Backup Servicer], and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. [_______] (“Moody’s[___]”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business [______] (“S&P[___]”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within [seventy-two (72) hours hours] after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. Prior to an Insurer Default, this Custodian Agreement may be amended at any time by mutual agreement of the Insurer, the Trust Collateral Agent and the Custodian and may be terminated by either the Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately. So long as Exeter AFS is serving as Custodian, any resignation or termination of Exeter AFS as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter AFS as Custodian hereunderunder this Agreement. This If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to Standard & Poor’s, a division of the Servicer, who shall deliver such notice to Xxxxx’x Investors ServiceMxXxxx-Xxxx Companies, Inc. (“Standard & Poor’s”), Mxxxx’x Investors Service (“Moody’s”) and S&P Global RatingsFitch, a Standard & Poor’s Financial Services LLC business Inc. (“S&PFitch”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders Noteholders, and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent, or the Insurer in the case of a termination by the Insurer, may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by the Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&PStandard & Poor’s”), Xxxxx’x Investors Service, Inc.(“Moody’s”) and DBRS, Inc. (“DBRS”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerStandard & Poor’s, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global RatingsRatings Services, a Standard & Poor’s Financial Services LLC business (“S&PStandard & Poor’s”), and Xxxxx’x Investors Service, Inc. (“Moody’s”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors ServiceFitch Inc., Inc. d/b/a Fitch Ratings (“Moody’sFitch”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“MoodyInc.(“Moody’s”) and S&P Global RatingsDBRS, a Standard & Poor’s Financial Services LLC business Inc. (“S&PDBRS”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerControlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors ServiceFitch Inc., Inc. d/b/a Fitch Ratings (“Moody’sFitch”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&PStandard & Poor’s”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) and Xxxxx’x Investors Service, Inc. (collectively“Moody’s” and, together with S&P, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) and DBRS, Inc. (collectivelydoing business as DBRS Morningstar) (“DBRS Morningstar” and, together with S&P, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) and Xxxxx Bond Rating Agency, LLC (collectively“KBRA” and, together with S&P, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“MoodyInc.(“Moody’s”) and S&P Global RatingsFitch Inc., d/b/a Standard & Poor’s Financial Services LLC business Fitch Ratings (“S&PFitch”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. (a) This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing This Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty sixty (3060) days after the date of such notice. (b) This Agreement may be amended from time to time by the parties hereto by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or (ii) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Issuer to such effect. Additionally, this Agreement may be amended from time to time by the parties hereto by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate, dated the date of any such amendment, stating that the Issuer reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment. (c) This Agreement may also be amended from time to time by the parties hereto with the consent of the Required Noteholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders. (d) Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminationstermination, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files Loan Notes to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files Loan Notes on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files Loan Notes in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files Loan Notes from such premises. . (e) In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. Prior to an Insurer Default, this Custodian Agreement may be amended at any time by mutual agreement of the Insurer, the Trust Collateral Agent and the Custodian and may be terminated by either the Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately. So long as Exeter AFS is serving as Custodian, any resignation or termination of Exeter AFS as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter AFS as Custodian hereunderunder this Agreement. This If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that if an Insurer Default has occurred and is continuing such action shall not materially adversely affect the interest of the Insurer. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerInsurer, who shall deliver such notice to Xxxxx’x Investors ServiceStandard & Poor's, a division of the XxXxxx-Xxxx Companies, Inc. (“Moody’s”) and S&P Global Ratings, a "Standard & Poor’s Financial Services LLC business 's"), Xxxxx'x Investors Service (“S&P”"Moody's") and Fitch Inc. ("Fitch") (collectively, the “"Rating Agencies”"). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and the Insurer, and at the Servicer’s Custodian's expense, at such place or places as the Indenture Trustee Trust Collateral Agent, or the Insurer in the case of a termination by the Insurer, may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement Insurer until such time as a successor custodian custodian, approved by the Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. (a) This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual written agreement of the parties hereto with Majority Holders, the prior written consent of Indenture Trustee, the Backup Servicer, Issuer and the Custodian and may be terminated by any party the Custodian by giving written notice to the other partiesparties hereto, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon ; provided, however, that the Majority Holders may terminate this Custodian Agreement at any time in their sole discretion, and any termination or amendment by the Majority Holders shall take effect immediately. So long as Bay View Acceptance is serving as Custodian, any termination of Bay View Acceptance as Servicer under the Sale and Servicing Agreement shall automatically terminate Bay View Acceptance as Custodian under this Agreement. Promptly (but in any event within two (2) Business Days) after receipt of notice of termination of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Custodian Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s Custodian's expense, or, to the extent such expenses are not paid for by the Custodian, such expenses shall be reimbursed to the Indenture Trustee pursuant to Section 5.03(b)(second) of the Indenture, at such place or places as the Indenture Trustee may designatedesignate in writing to the Custodian, and the Indenture Trustee, Trustee or its agent, as the case may be, shall act as Custodian custodian for such Receivables Custodian Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by the Majority Holders pursuant to paragraph (b) below has been appointed. If, within seventy-two (722) hours Business Days after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Custodian Files in accordance with the preceding sentence, the Indenture Trustee or its agent may enter the premises of the Custodian and remove the Receivable Custodian Files from such premisespremises at the Custodian's expense, or, to the extent not paid for by the Custodian, such expenses shall be reimbursed to the Indenture Trustee pursuant to Section 5.03(b)(second) of the Indenture. The Indenture Trustee shall have no responsibility or duty with respect to any Custodian File while not in its physical possession, it being understood and agreed that possession by the Indenture Trustee of any Custodian File shall not be imputed to the Indenture Trustee at any time such Custodian File is in transit to or from the Indenture Trustee. In addition, the Indenture Trustee shall have no responsibility or duty with respect to any Custodian File within its possession except to exercise the same standard of care to which it affords similar property held for its own account. The Indenture Trustee is not required to verify that it has received all of the Custodian Files held by the Custodian. The indemnities provided to the Indenture Trustee under the Sale and Servicing Agreement and in the Indenture shall apply to the Indenture Trustee's care, handing and storage of the Custodian Files. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. (b) Following any termination or resignation of the Custodian, so long as Bay View Acceptance is the Servicer, the Indenture Trustee and the Servicer may, or, if Bay View Acceptance is no longer the Servicer, the Indenture Trustee may, select and appoint a successor custodian with the consent of the Majority Holders. The Custodian’s If no successor Custodian shall have been appointed within thirty (30) days of such resignation or termination, the Indenture Trustee may petition any court of competent jurisdiction for a successor custodian. All fees and reasonable out-of-pocket costs and expenses related to any such amendment incurred by the successor custodian shall be paid by the Issuer reimbursed to such successor custodian pursuant to Section 5.7(a5.03(b)(fifth) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&PStandard & Poor’s”), and Xxxxx’x Investors Service, Inc. (“Moody’s”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. Prior to an Insurer Default, this Custodian Agreement may be amended at any time by mutual agreement of the Insurer, the Trust Collateral Agent and the Custodian with the prior written consent of the Backup Servicer and may be terminated by either the Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately. So long as Exeter AFS is serving as Custodian, any resignation or termination of Exeter AFS as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter AFS as Custodian hereunderunder this Agreement. This If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&PStandard & Poor’s”) and Xxxxx’x Investors Service, Inc. (“Moody’s”) (collectivelytogether, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders Noteholders, and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent, or the Insurer in the case of a termination by the Insurer, may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by the Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. (a) This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing This Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty sixty (3060) days after the date of such notice. (b) This Agreement may be amended from time to time by the parties hereto by a written instrument signed by each of them, but without consent of any of the Noteholders, (i) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or (ii) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders as evidenced by an Officer’s Certificate of the Issuer to such effect. Additionally, this Agreement may be amended from time to time by the parties hereto by a written instrument signed by each of them, but without the consent of any of the Noteholders; provided that (i) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate, dated the date of any such amendment, stating that the Issuer reasonably believes that such amendment will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment. (c) This Agreement may also be amended from time to time by the parties hereto with the consent of the Required Noteholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders. (d) Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminationstermination, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files Loan Notes to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Servicer (or after the occurrence of a Servicer Default, the Indenture Trustee), or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files Loan Notes on behalf of the Noteholders and shall be subject to all (in the rightscase of the Indenture Trustee, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian Custodian has been appointed). If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files Loan Notes in accordance with the preceding sentence, the Servicer (or the Indenture Trustee Trustee, as applicable) may enter the premises of the Custodian and remove the Receivable Files Loan Notes from such premises. . (e) In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. (a) This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual written agreement of the parties hereto with Majority Holders, the prior written consent of Indenture Trustee, the Backup Servicer, Issuer and the Custodian and may be terminated by any party the Custodian by giving written notice to the other partiesparties hereto, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon ; provided, however, that the Majority Holders may terminate this Custodian Agreement at any time in their sole discretion, and any termination or amendment by the Majority Holders shall take effect immediately. So long as Bay View Acceptance is serving as Custodian, any termination of Bay View Acceptance as Servicer under the Sale and Servicing Agreement shall automatically terminate Bay View Acceptance as Custodian under this Agreement. Promptly (but in any event within two (2) Business Days) after receipt of notice of termination of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Custodian Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s Custodian's expense, or, to the extent such expenses are not paid for by the Custodian, such expenses shall be reimbursed to the Indenture Trustee pursuant to Section 5.03(a)(second) of the Indenture, at such place or places as the Indenture Trustee may designatedesignate in writing to the Custodian, and the Indenture Trustee, Trustee or its agent, as the case may be, shall act as Custodian custodian for such Receivables Custodian Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by the Majority Holders pursuant to paragraph (b) below has been appointed. If, within seventy-two (722) hours Business Days after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Custodian Files in accordance with the preceding sentence, the Indenture Trustee or its agent may enter the premises of the Custodian and remove the Receivable Custodian Files from such premisespremises at the Custodian's expense, or, to the extent not paid for by the Custodian, such expenses shall be reimbursed to the Indenture Trustee pursuant to Section 5.03(a)(second) of the Indenture. The Indenture Trustee shall have no responsibility or duty with respect to any Custodian Files while not in its physical possession, it being understood and agreed that possession by the Indenture Trustee of any Custodian File shall not be imputed to the Indenture Trustee at any time such Custodian File is in transit to or from the Indenture Trustee. In addition, the Indenture Trustee shall have no responsibility or duty with respect to any Custodian File within its possession except to exercise the same standard of care to which it affords similar property held for its own account. The Indenture Trustee is not required to verify that it has received all of the Custodian Files held by the Custodian. The indemnities provided to the Indenture Trustee under the Sale and Servicing Agreement and in the Indenture shall apply to the Indenture Trustee's care, handing and storage of the Custodian Files. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. (b) Following any termination or resignation of the Custodian, so long as Bay View Acceptance is the Servicer, the Indenture Trustee and the Servicer may, or, if Bay View Acceptance is no longer the Servicer, the Indenture Trustee may, select and appoint a successor custodian with the consent of the Majority Holders. The Custodian’s If no successor Custodian shall have been appointed within thirty (30) days of such resignation or termination, the Indenture Trustee may petition any court of competent jurisdiction for a successor custodian. All fees and reasonable out-of-pocket costs and expenses related to any such amendment incurred by the successor custodian shall be paid by the Issuer reimbursed to such successor custodian pursuant to Section 5.7(a5.03(a)(fifth) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with Collateral Agent, the prior written consent Note Insurer and the Custodian and the rights and obligations of the Backup Servicer, Servicer and the Custodian may be terminated by the Note Insurer following a Termination and Amortization Event; provided so long as AmeriCredit is Custodian, the Custodian shall not resign from the obligations and duties imposed on it by this Agreement, except upon a determination that by reason of a change in legal requirements, the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on it and the Note Insurer does not elect to waive the obligations of the Custodian to perform the duties which render it legally unable to act or to delegate those duties to another Person; provided, further, that any party such determination permitting the resignation of the Custodian shall be evidenced by giving written notice an Opinion of Counsel to such effect delivered to the other partiesNote Insurer and the Collateral Agent that is acceptable to the Note Insurer. So long as AmeriCredit is serving as Custodian, such any termination of AmeriCredit as Servicer under the Note Purchase Agreement or the Security Agreement shall terminate AmeriCredit as Custodian under this Custodian Agreement to take effect no sooner than thirty (30) days Agreement. Immediately after the date receipt of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Collateral Agent on behalf of the Noteholders and at the Servicer’s expenseSecured Parties, at such place or places as the Indenture Trustee Collateral Agent may designate, and the Indenture TrusteeCollateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files Records on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement Secured Parties until such time times as a successor custodian acceptable to the Note Insurer has been appointedappointed by the Collateral Agent or by the Note Insurer. (For the avoidance of doubt, during any such period, the Collateral Agent shall be acting in its capacity as Collateral Agent, including the standard of care and liability in such capacity, and not as a successor “Custodian” hereunder.) If, within seventy-two thirty (7230) hours days after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by In the Issuer pursuant to Section 5.7(a) event of a resignation or other termination of the Sale and Servicing Agreement Custodian, the Custodian shall take all necessary action to transfer all of its control of any Receivables consisting of electronic chattel paper to the applicable successor Custodian (including the transfer of such electronic chattel paper to a separate electronic vault with the Electronic Chattel Paper Sub-Custodian controlled by such successor Custodian or Section 5.6 to a separate electronic vault at such successor Custodian or export of the Indenture, as applicableelectronic chattel paper from the applicable electronic vault and delivery of physical copies of exported Contracts to the successor Custodian).

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to Standard & Poor’s, a division of the ServicerXxXxxx-Xxxx Companies, who shall deliver such notice to Inc. (“Standard & Poor’s”), and Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement [may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and and] may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. [ ] (“Moody’s[ ]”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business [ ] (“S&P[ ]”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within [seventy-two (72) hours hours] after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. Prior to an Insurer Default, this Custodian Agreement may be amended at any time by mutual agreement of the Insurer, the Trust Collateral Agent and the Custodian and may be terminated by either the Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately. So long as Exeter AFS is serving as Custodian, any resignation or termination of Exeter AFS as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter AFS as Custodian hereunderunder this Agreement. This If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that if an Insurer Default has occurred and is continuing such action shall not materially adversely affect the interest of the Insurer. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerInsurer, who shall deliver such notice to Xxxxx’x Investors ServiceStandard & Poor’s, a division of the MxXxxx-Xxxx Companies, Inc. (“Standard & Poor’s”), Mxxxx’x Investors Service (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business Fitch Inc. (“S&PFitch”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and the Insurer, and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent, or the Insurer in the case of a termination by the Insurer, may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement Insurer until such time as a successor custodian custodian, approved by the Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with Collateral Agent, the prior written consent Note Insurer and the Custodian and the rights and obligations of the Backup Servicer, Servicer and the Custodian may be terminated by the Note Insurer following a Termination and Amortization Event; PROVIDED so long as AmeriCredit is Custodian, the Custodian shall not resign from the obligations and duties imposed on it by this Agreement, except upon a determination that by reason of a change in legal requirements, the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on it and the Note Insurer does not elect to waive the obligations of the Custodian to perform the duties which render it legally unable to act or to delegate those duties to another Person; PROVIDED, FURTHER, that any party such determination permitting the resignation of the Custodian shall be evidenced by giving written notice an Opinion of Counsel to such effect delivered to the other partiesNote Insurer and the Collateral Agent that is acceptable to the Note Insurer. So long as AmeriCredit is serving as Custodian, such any termination of AmeriCredit as Servicer under the Note Purchase Agreement or the Security Agreement shall terminate AmeriCredit as Custodian under this Custodian Agreement to take effect no sooner than thirty (30) days Agreement. Immediately after the date receipt of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Collateral Agent on behalf of the Noteholders and at the Servicer’s expenseSecured Parties, at such place or places as the Indenture Trustee Collateral Agent may designate, and the Indenture TrusteeCollateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files Records on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement Secured Parties until such time times as a successor custodian acceptable to the Note Insurer has been appointedappointed by the Collateral Agent. (For the avoidance of doubt, during any such period, the Collateral Agent shall be acting in its capacity as Collateral Agent, including the standard of care and liability in such capacity, and not as a successor "CUSTODIAN" hereunder.) If, within seventy-two (72) hours 30 days after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. Prior to an Insurer Default, this Custodian Agreement may be amended at any time by mutual agreement of the Insurer, the Trust Collateral Agent and the Custodian and may be terminated by either the Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately. So long as Exeter AFS is serving as Custodian, any resignation or termination of Exeter AFS as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter AFS as Custodian hereunderunder this Agreement. This If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to Standard & Poor’s, a division of the ServicerXxXxxx-Xxxx Companies, who shall deliver such notice to Inc. (“Standard & Poor’s”), Xxxxx’x Investors Service, Inc. Service (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business Fitch Inc. (“S&PFitch”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders Noteholders, and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent, or the Insurer in the case of a termination by the Insurer, may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by the Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. (a) This COLT Custodian Agreement shall become effective as of the date hereof and hereof, shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. . (b) This COLT Custodian Agreement may be amended at by the COLT Custodian and COLT (i) to cure any ambiguity, (ii) to correct or supplement any provision in this COLT Custodian Agreement that may be defective or inconsistent with any other provision of this COLT Custodian Agreement, or (iii) to add, change or eliminate any other provision of this COLT Custodian Agreement in any manner that shall not adversely affect in any material respect the interests of the COLT 2005-SN1 Secured Noteholders or the COLT 2005-SN1 Certificateholder. (c) This Agreement may also be amended from time to time by mutual agreement of the parties hereto COLT Custodian and COLT with the prior written consent of the Backup ServicerCOLT 2005-SN1 Certificateholder, if the COLT 2005-SN1 Certificateholder is any Person other than GMAC or an Affiliate of GMAC, and the Holders of a majority of the then Outstanding Amount of the COLT 2005-SN1 Secured Notes, which consent, whether given pursuant to this Section 8 or pursuant to any other provision herein, shall be conclusive and binding on such Persons and on all future holders of COLT 2005-SN1 Certificates and COLT 2005-SN1 Secured Notes for the purpose of adding any provisions to this COLT Custodian Agreement or changing in any manner or eliminating any of the provisions of this COLT Custodian Agreement, or of modifying in any manner the rights of the COLT 2005-SN1 Certificateholder or COLT 2005-SN1 Secured Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Series 2005-SN1 Lease Assets or distributions that shall be required to be made on any COLT 2005-SN1 Secured Note, or (ii) reduce the percentage in this Section 8 required to consent to any action or amendment, without the consent of all of the holders of the COLT 2005-SN1 Secured Notes then outstanding. (d) Prior to the execution of any amendment or consent pursuant to this Section 8, the COLT Custodian shall furnish written notice of the substance of such amendment or consent to the Rating Agencies, each COLT 2005-SN1 Secured Noteholder and the COLT 2005-SN1 Certificateholder. (e) It shall not be necessary for the consent of the COLT 2005-SN1 Secured Noteholders or the COLT 2005-SN1 Certificateholder pursuant to Section 8(c) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of COLT 2005-SN1 Secured Noteholders or the COLT 2005-SN1 Certificateholder provided for in this COLT Custodian Agreement) and of evidencing the authorization of the execution thereof by the COLT 2005-SN1 Secured Noteholders and the COLT 2005-SN1 Certificateholder shall be subject to such reasonable requirements as the COLT Indenture Trustee or the COLT Owner Trustee may prescribe, including the establishment of record dates. (f) This COLT Custodian Agreement may be terminated by any either party by giving written notice to the other partiesparty and the consent of the holders of a majority of the then Outstanding Amount of the COLT 2005-SN1 Secured Notes, which consent, whether given pursuant to this Section 8 or pursuant to any other provision herein shall be conclusive and binding on such Persons and on all future holders of COLT 2005-SN1 Secured Notes, such termination of this Custodian Agreement to take effect no sooner than thirty (30) 60 days after the date of such notice. Upon Notwithstanding the foregoing, if General Motors Acceptance Corporation resigns as the Servicer under the Series 2005-SN1 Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the COLT Servicing Agreement, this COLT Custodian Agreement may be terminated by COLT or by any Persons to whom COLT has assigned its rights hereunder. As soon as practicable after the termination or amendment of this COLT Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the COLT Custodian shall deliver the Receivable Series 2005-SN1 Lease Asset Files described herein to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, COLT or COLT's agent at such place or places as the Indenture Trustee COLT may reasonably designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. (a) This COLT Custodian Agreement shall become effective as of the date hereof and hereof, shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. . (b) This COLT Custodian Agreement may be amended at by the COLT Custodian and COLT (i) to cure any ambiguity, (ii) to correct or supplement any provision in this COLT Custodian Agreement that may be defective or inconsistent with any other provision of this COLT Custodian Agreement, or (iii) to add, change or eliminate any other provision of this COLT Custodian Agreement in any manner that shall not adversely affect in any material respect the interests of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder. (c) This Agreement may also be amended from time to time by mutual agreement of the parties hereto COLT Custodian and COLT with the prior written consent of the Backup ServicerHolders of a majority of the then Outstanding Amount of the COLT 2007-SN1 Secured Notes and the COLT 2007-SN1 Certificateholder, which consent, whether given pursuant to this Section 9 or pursuant to any other provision herein, shall be conclusive and binding on such Persons and on all future holders of COLT 2007-SN1 Certificates and COLT 2007-SN1 Secured Notes for the purpose of adding any provisions to this COLT Custodian Agreement or changing in any manner or eliminating any of the provisions of this COLT Custodian Agreement, or of modifying in any manner the rights of the COLT 2007-SN1 Certificateholder or COLT 2007-SN1 Secured Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Series 2007-SN1 Lease Assets or distributions that shall be required to be made on any COLT 2007-SN1 Secured Note, or (ii) reduce the percentage in this Section 9 required to consent to any action or amendment, without the consent of all of the holders of the COLT 2007-SN1 Secured Notes then outstanding. (d) Prior to the execution of any amendment or consent pursuant to this Section 9, the COLT Custodian shall furnish written notice of the substance of such amendment or consent to the Rating Agencies (if any Rated Notes are outstanding), each COLT 2007-SN1 Secured Noteholder and the COLT 2007-SN1 Certificateholder. (e) It shall not be necessary for the consent of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder pursuant to Section 9(c) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder provided for in this COLT Custodian Agreement) and of evidencing the authorization of the execution thereof by the COLT 2007-SN1 Secured Noteholders and the COLT 2007-SN1 Certificateholder shall be subject to such reasonable requirements as the COLT Indenture Trustee or the COLT Owner Trustee may prescribe, including the establishment of record dates. (f) This COLT Custodian Agreement may be terminated by any either party by giving written notice to the other partiesparty and the consent of the holders of a majority of the then Outstanding Amount of the COLT 2007-SN1 Secured Notes, which consent, whether given pursuant to this Section 9 or pursuant to any other provision herein shall be conclusive and binding on such Persons and on all future holders of COLT 2007-SN1 Secured Notes, such termination of this Custodian Agreement to take effect no sooner than thirty (30) 60 days after the date of such notice. Upon any Notwithstanding the foregoing, if GMAC resigns as the Servicer under the COLT 2007-SN1 Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the COLT Servicing Agreement, this COLT Custodian Agreement shall immediately terminate. COLT is granting a security interest in its rights under this COLT Custodian Agreement in connection with the CARAT 2007-SN1 transaction. COLT also acknowledges that the CARAT Indenture Trustee will be granted a security interest in that grant. As soon as practicable after the termination or amendment of this COLT Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the COLT Custodian shall deliver the Receivable Series 2007-SN1 Lease Asset Files described herein to the CARAT Indenture Trustee on behalf or the agent of the Noteholders CARAT Indenture Trustee at such place or places the CARAT Indenture Trustee may reasonably designate, if both a CARAT Event of Default and at a COLT Event of Default have occurred and are continuing, and otherwise to the Servicer’s expense, COLT Indenture Trustee or the agent of the COLT Indenture Trustee at such place or places as the COLT Indenture Trustee may reasonably designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. Prior to an Insurer Default, this Custodian Agreement may be amended at any time by mutual agreement of the Insurer, the Trust Collateral Agent and the Custodian and may be terminated by either the Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately. So long as Exeter AFS is serving as Custodian, any resignation or termination of Exeter AFS as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter AFS as Custodian hereunderunder this Agreement. This If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to Standard & Poor's, a division of the Servicer, who shall deliver such notice to Xxxxx’x Investors ServiceXxXxxx-Xxxx Companies, Inc. (“Moody’s”) and S&P Global Ratings, a "Standard & Poor’s Financial Services LLC business 's"), Xxxxx'x Investors Service (“S&P”"Moody's") and Fitch Inc. ("Fitch") (collectively, the “"Rating Agencies”"). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders Noteholders, and at the Servicer’s Custodian's expense, at such place or places as the Indenture Trustee Trust Collateral Agent, or the Insurer in the case of a termination by the Insurer, may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by the Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. Prior to an Insurer Default, this Custodian Agreement may be amended at any time by mutual agreement of the Insurer, the Trust Collateral Agent and the Custodian and may be terminated by either the Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately. So long as Exeter AFS is serving as Custodian, any resignation or termination of Exeter AFS as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter AFS as Custodian hereunderunder this Agreement. This If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to Standard & Poor’s, a division of the Servicer, who shall deliver such notice to Xxxxx’x Investors ServiceXxXxxx-Xxxx Companies, Inc. (“MoodyStandard & Poor’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business Xxxxx’x Investors Service (“S&PMoody’s”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders Noteholders, and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent, or the Insurer in the case of a termination by the Insurer, may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by the Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. (a) This COLT Custodian Agreement shall become effective as of the date hereof and hereof, shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. . (b) This COLT Custodian Agreement may be amended at by the COLT Custodian and COLT (i) to cure any ambiguity, (ii) to correct or supplement any provision in this COLT Custodian Agreement that may be defective or inconsistent with any other provision of this COLT Custodian Agreement, or (iii) to add, change or eliminate any other provision of this COLT Custodian Agreement in any manner that shall not, adversely affect in any material respect the interests of the COLT 20__-SN_ Secured Noteholders or the COLT 20__-SN Certificateholder. (c) This Agreement may also be amended from time to time by mutual agreement of the parties hereto COLT Custodian and COLT with the prior written consent of the Backup ServicerHolders of a majority of the then Outstanding Amount of the COLT 20__-SN__ Secured Notes and the COLT 20__-SN Certificateholder, which consent, whether given pursuant to this Section 9 or pursuant to any other provision herein, shall be conclusive and binding on such Persons and on all future holders of COLT 20__-SN_ Certificates and COLT 20__-SN_ Secured Notes for the purpose of adding any provisions to this COLT Custodian Agreement or changing in any manner or eliminating any of the provisions of this COLT Custodian Agreement, or of modifying in any manner the rights of the COLT 20__-SN_ Certificateholder or COLT 20__-SN_ Secured Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Series 20__-SN_ Lease Assets or distributions that shall be required to be made on any COLT 20__-SN_ Secured Note, or (ii) reduce the percentage in this Section 9 required to consent to any action or amendment, without the consent of all of the holders of the COLT 20__-SN_ Secured Notes then outstanding. (d) Prior to the execution of any amendment or consent pursuant to this Section 9, the COLT Custodian shall furnish written notice of the substance of such amendment or consent to the Rating Agencies (if any Rated Notes are outstanding), each COLT 20__-SN_ Secured Noteholder and the COLT 20__-SN Certificateholder. (e) It shall not be necessary for the consent of the COLT 20__-SN_ Secured Noteholders or the COLT 20__-SN_ Certificateholder pursuant to Section 9(c) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the COLT 20__-SN_ Secured Noteholders or the COLT 20__-SN_ Certificateholder provided for in this COLT Custodian Agreement) and of evidencing the authorization of the execution thereof by the COLT 20__-SN_ Secured Noteholders and the COLT 20__-SN_ Certificateholder shall be subject to such reasonable requirements as the COLT Indenture Trustee or the COLT Owner Trustee may prescribe, including the establishment of record dates. (f) This COLT Custodian Agreement may be terminated by any either party by giving written notice to the other partiesparty and the consent of the holders of a majority of the then Outstanding Amount of the COLT 20__-SN Secured Notes, which consent, whether given pursuant to this Section 9 or pursuant to any other provision herein shall be conclusive and binding on such Persons and on all future holders of COLT 20__-SN Secured Notes, such termination of this Custodian Agreement to take effect no sooner than thirty sixty (3060) days after the date of such notice. Upon Notwithstanding the foregoing, if Ally Financial resigns as the Servicer under the COLT 20_ -SN Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the COLT Servicing Agreement, this COLT Custodian Agreement may be terminated by COLT or by any Persons to whom COLT has assigned its rights hereunder. COLT is granting a security interest in its rights under this COLT Custodian Agreement in connection with the CARAT 20__-SN_ transaction. COLT also acknowledges that the CARAT Indenture Trustee will be granted a security interest in that grant. As soon as practicable after the termination or amendment of this COLT Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the COLT Custodian shall deliver the Receivable Series 20__-SN_ Lease Asset Files described herein to the Indenture Trustee on behalf of the Noteholders and at the ServicerCOLT or COLT’s expense, agent at such place or places as the Indenture Trustee COLT may reasonably designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This The appointment of the Custodian Agreement hereunder shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement appointment of the parties hereto with the prior written consent of the Backup Servicer, and Custodian may be terminated by any party either the Collateral Agent, the Agent or the Custodian by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, notice in the case of amendments, and a termination by the party seeking termination, Collateral Agent or the Agent (which thirty (30) day period may be shorter as set forth in the notice of termination in the case of terminationsa Servicer Event of Default) or ninety (90) days after the date of such notice in the case of a termination by the Custodian; provided, so long as AmeriCredit is Custodian, the Custodian shall give written notice not resign from the obligations and duties imposed on it by this Agreement, except upon a determination that by reason of a change in legal requirements, the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on it and the Agent does not elect to waive the obligations of the Custodian to perform the duties which render it legally unable to act or to delegate those duties to another Person; provided, further, that any such determination permitting the resignation of the Custodian shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the ServicerAgent and the Collateral Agent. So long as AmeriCredit is serving as Custodian, who any termination of AmeriCredit as Servicer hereunder shall deliver terminate AmeriCredit as Custodian under this Agreement; provided, that AmeriCredit shall continue to serve as Custodian under this Agreement until such notice time as all Receivables Files have been delivered to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”)Collateral Agent pursuant to the terms of this Section. As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Collateral Agent on behalf of the Noteholders and at the Servicer’s expenseSecured Parties, at such place or places as the Indenture Trustee Collateral Agent may designate, and the Indenture TrusteeCollateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement Owners until such time times as a successor custodian has been appointedappointed by the Collateral Agent. (For the avoidance of doubt, during any such period, the Collateral Agent shall be acting in its capacity as Collateral Agent, including the standard of care and liability in such capacity, and not as a successor “Custodian” hereunder.) If, within seventyforty-two eight (7248) hours after the its termination of this Custodian Agreementas Custodian, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may Custodian will permit the Collateral Agent to enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. Prior to an Insurer Default, this Custodian Agreement may be amended at any time by mutual agreement of the Insurer, the Trust Collateral Agent and the Custodian and may be terminated by either the Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately. So long as Exeter AFS is serving as Custodian, any resignation or termination of Exeter AFS as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter AFS as Custodian hereunderunder this Agreement. This If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to Standard & Poor’s, a division of the ServicerXxXxxx-Xxxx Companies, who shall deliver such notice to Inc. (“Standard & Poor’s”), Xxxxx’x Investors Service, Inc. Service (“Moody’s”) and S&P Global RatingsFitch, a Standard & Poor’s Financial Services LLC business Inc. (“S&PFitch”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders Noteholders, and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent, or the Insurer in the case of a termination by the Insurer, may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by the Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with Collateral Agent, the prior written consent Note Insurer and the Custodian and the rights and obligations of the Backup Servicer, Servicer and the Custodian may be terminated by the Note Insurer following a Termination and Amortization Event; provided so long as AmeriCredit is Custodian, the Custodian shall not resign from the obligations and duties imposed on it by this Agreement, except upon a determination that by reason of a change in legal requirements, the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on it and the Note Insurer does not elect to waive the obligations of the Custodian to perform the duties which render it legally unable to act or to delegate those duties to another Person; provided, further, that any party such determination permitting the resignation of the Custodian shall be evidenced by giving written notice an Opinion of Counsel to such effect delivered to the other partiesNote Insurer and the Collateral Agent that is acceptable to the Note Insurer. So long as AmeriCredit is serving as Custodian, such any termination of AmeriCredit as Servicer under the Note Purchase Agreement or the Security Agreement shall terminate AmeriCredit as Custodian under this Custodian Agreement to take effect no sooner than thirty (30) days Agreement. Immediately after the date receipt of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Collateral Agent on behalf of the Noteholders and at the Servicer’s expenseSecured Parties, at such place or places as the Indenture Trustee Collateral Agent may designate, and the Indenture TrusteeCollateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files Records on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement Secured Parties until such time times as a successor custodian acceptable to the Note Insurer has been appointedappointed by the Collateral Agent or by the Note Insurer. (For the avoidance of doubt, during any such period, the Collateral Agent shall be acting in its capacity as Collateral Agent, including the standard of care and liability in such capacity, and not as a successor “Custodian” hereunder.) If, within seventy-two thirty (7230) hours days after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as CustodianPrior to an Insurer Default, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and may be terminated by either the Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver will send such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global RatingsStandard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&PStandard & Poor’s”) and Xxxxx’x Investors Service, Inc. (“Moody’s”) (collectivelytogether, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders Noteholders, and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent, or the Insurer in the case of a termination by the Insurer, may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by the Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer and the Controlling Party, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to Standard & Poor’s, a division of the Servicer, who shall deliver such notice to Xxxxx’x Investors ServiceMxXxxx-Xxxx Companies, Inc. (“Standard and Poor’s”), and Mxxxx’x Investors Service (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with Secured Party, the prior written consent of the Backup Servicer, Custodian and Lenders and may be terminated by any party either the Secured Party or the Custodian by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, notice in the case of amendments, and a termination by the party seeking termination, Secured Party (which 30 day period may be shorter as set forth in the notice of termination in the case of terminations, a Servicer Event of Default) or ninety (90) days after the date of such notice in the case of a termination by the Custodian; PROVIDED the Custodian shall give written notice not resign from the obligations and duties imposed on it by this Agreement unless the Custodian shall have provided the Secured Party with a successor which is acceptable to the Servicer, who Secured Party in its sole discretion. Any termination of SST (and its successors and assigns) as the Servicer shall deliver such notice to Xxxxx’x Investors Service, Inc. terminate SST (“Moody’s”and its successors and assigns) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”) (collectively, the “Rating Agencies”)as Custodian under this Agreement. As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files at the expenses of the Company (other than as set forth below) to the Indenture Trustee Secured Party on behalf of the Noteholders Lenders and at the Servicer’s expenseHedge Counterparties, at such place or places as the Indenture Trustee Secured Party may designate, and the Indenture TrusteeSecured Party, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files records on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement Secured Party until such time times as a successor custodian has been appointedappointed by the Secured Party; PROVIDED that if a Servicer Event of Default shall have occurred and been continuing, such delivery shall be at the expense of the Custodian. (For the avoidance of doubt, during any such period, the Secured Party shall be acting in its capacity as Secured Party, including the standard of care and liability in such capacity, and not as a successor "CUSTODIAN" hereunder.) If, within seventy-two (722) hours Business Days after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Secured Party may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Fitch Ratings, a Standard & Poor’s Financial Services LLC business Inc. (“S&P”) (collectivelyFitch” and, together with Moody’s, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. Prior to an Insurer Default, this Custodian Agreement may be amended at any time by mutual agreement of the Security Insurer, the Trust Collateral Agent and the Custodian and may be terminated by either the Security Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Security Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Security Insurer shall take effect immediately. So long as Exeter AFS is serving as Custodian, any resignation or termination of Exeter AFS as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter AFS as Custodian hereunderunder this Agreement. This If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to Standard & Poor’s, a division of the ServicerXxXxxx-Xxxx Companies, who shall deliver such notice to Inc. (“Standard & Poor’s”), Xxxxx’x Investors Service, Inc. Service (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business Fitch Inc. (“S&PFitch”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders Noteholders, and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent, or the Security Insurer in the case of a termination by the Security Insurer, may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by the Security Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee Security Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and ), S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”), DBRS, Inc. (doing business as DBRS Morningstar) (collectively“DBRS Morningstar”), and Xxxxx Bond Rating Agency, LLC. (“KBRS” and, collectively with Moody’s, S&P and DBRS Morningstar, the “Rating Agencies”). As promptly as possible after the giving of, or receipt of, notice of termination of this Custodian Agreement or the automatic termination of Exeter as Custodian, the Custodian shall deliver the Receivable Files to the Indenture Trustee on behalf of the Noteholders and at the Servicer’s expense, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup Servicer, and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Indenture Trustee, Trustee for the benefit of the Noteholders in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the Servicer, who shall deliver such notice to Xxxxx’x Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business 's and Moody's (“S&P”) (collectively, the “"Rating Agencies”"). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Receivables Files to the Indenture Trustee on behalf for the benefit of the Noteholders and at Noteholders, or the Servicer’s expenseIndenture Trustee's agent, at such place or places as the Indenture Trustee may designate, and the Indenture Trustee, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf for the benefit of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian custodian, approved by Xxxxxx, has been appointed. If, within seventytwenty-two four (7224) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Receivables Files in accordance with the preceding sentence, the Indenture Trustee may enter the premises of the Custodian and remove the Receivable Receivables Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.

Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. So long as Exeter is serving as Custodian, any resignation or termination of Exeter as Servicer under the Sale and Servicing Agreement shall automatically terminate Exeter as Custodian hereunder. This [Prior to an Insurer Default,] this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto with the prior written consent of the Backup ServicerServicer [and the Controlling Party], and may be terminated by [any party]/[either the Insurer or the Custodian] by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice [; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately]. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. [If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto and may be terminated by any party by giving written notice to the other parties, such termination of this Custodian Agreement to take effect no sooner than thirty (30) days after the date of such notice. .] Upon any termination or amendment of this Custodian Agreement, the Indenture TrusteeTrust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to the ServicerCustodian, who shall deliver such notice to Xxxxx’x Investors Service, Inc. [Rating Agency] (“Moody’s[Rating Agency]”) ), and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business [Rating Agency] (“S&P[Rating Agency]”) (collectively, the “Rating Agencies”). As promptly as possible Immediately after the giving of, or receipt of, of notice of termination of this Custodian Agreement or the automatic termination of Exeter as CustodianAgreement, the Custodian shall deliver the Receivable Files to the Indenture Trustee Trust Collateral Agent on behalf of the Noteholders and at the ServicerCustodian’s expense, at such place or places as the Indenture Trustee Trust Collateral Agent [, or the Insurer in the case of a termination by the Insurer,] may designate, and the Indenture TrusteeTrust Collateral Agent, or its agent, as the case may be, shall act as Custodian custodian for such Receivables Files on behalf of the Noteholders and shall be subject to all the rights, indemnities, duties and liabilities placed on the Custodian by the terms of this Agreement until such time as a successor custodian [, approved by the Insurer,] has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, [the Indenture Trustee Insurer or, if an Insurer Default shall have occurred and be continuing,] the Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto. The Custodian’s costs and expenses related to any such amendment shall be paid by the Issuer pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6 of the Indenture, as applicable.