Common use of Representations, Warranties and Covenants of Custodian Clause in Contracts

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, that as of the date of each Trust Receipt and Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian on behalf of the Mortgage Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and (vii) Upon written request of the Trustee or the Certificate Insurer, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property and any insurance applicable thereto. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan.

Representations, Warranties and Covenants of Custodian. The Custodian hereby represents and warrants to, and covenants with, to the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, that as of the date of each Trust Receipt and CertificationCollateral Agent that: (ia) The Custodian is duly organizeda “bank” (as defined in Section 9-102 of the UCC) and, validly existing regardless of any provision in any other agreement, the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Custodian for purposes of each Deposit Account maintained by the Grantor with the Custodian is the State of New York. (b) The Custodian is a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) and is acting in good standing under that capacity and, regardless of any provision in any other agreement, the jurisdiction (determined in accordance with Sections 9-305 and 8-110(e) of the UCC) of the Custodian for purposes of each Securities Account maintained by the Grantor with the Custodian is the State of New York. (c) The account agreements between the Custodian and the Grantor relating to the establishment and general operation of the Collateral Accounts provide, whether specifically or generally, that the laws of New York govern the United States;Collateral Accounts and, regardless of any provision in any other agreement, that the Custodian’s “jurisdiction” for purposes of Sections 9-304, 9-305 and 8-110(e) of the UCC in respect of the Collateral Accounts is the State of New York. The Custodian will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Custodian’s jurisdiction for purposes of Section 9-304, 9-305 or 8-110(e) of the UCC is not the State of New York. (iid) The Custodian has the full power not granted and authority to hold each Mortgage Loan (whether acting alone will not grant its creditors or through an agent), to hold title to the Mortgage Loans as custodian on behalf any other Person a security interest in any of the Mortgage HoldersCollateral and the Custodian will not sell, and to executeassign, deliver and performtransfer, and to enter into and consummate all transactions contemplated by this Agreementhypothecate, has duly authorized the executionrehypothecate, delivery and performance of this Agreementpledge, has duly executed and delivered this Agreementrepledge, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency use or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach otherwise dispose of any of the terms, conditions or provisions Collateral (other than Cash) and will keep all Collateral (other than Cash) segregated from the assets of Custodian's charter or bylaws or the Custodian and from the assets of its other customers. (e) The Custodian has not entered and will not enter into any agreement with any Person other than the Collateral Agent under which the Custodian agrees to comply with any Entitlement Orders or instrument instructions from such other Person as to which the disposition of funds, property or Securities from any Collateral Account. (f) Any item of Collateral received by the Custodian is now for a party or by which it is bound, or constitute a default or result Grantor’s account in an acceleration under any accordance with Section 4.03 of the foregoing, Security Agreement will be credited to the appropriate Collateral Account listed on Annex A hereto for such Grantor in accordance with Section 4.02(b) of the Security Agreement. (g) No item of Collateral will be released by the Custodian to any Grantor or result to any other Person except in accordance with Section 4.04 of the Security Agreement. (h) All Collateral which is a Financial Asset held by the Custodian shall be registered in the violation name of any law, rule, regulation, order, judgment or decree to which the Custodian or its property is subject; except that no representation or warranty is made as nominee, payable to compliance with laws and regulations, other than those the order of the United StatesCustodian or specially indorsed to the Custodian or in blank, and in the event that any Financial Asset held by the Custodian is inadvertently registered in the name of, payable to the order of or specially indorsed to another Person and is not indorsed to the Custodian or in blank, the State of Florida Custodian shall hold such Financial Asset as agent and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any bailee of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and (vii) Upon written request of the Trustee or the Certificate Insurer, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property and any insurance applicable thereto. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanCollateral Agent.

Representations, Warranties and Covenants of Custodian. (a) The Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer Collateral Agent and the Trustee, Secured Parties that as of the date hereof and as of each Trust Receipt and CertificationReceivables Transfer Date: (i) The Custodian is duly organized, validly existing and in good standing under the laws of the United Statesstate of its incorporation; (ii) The Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian Receivable File on behalf of the Mortgage HoldersCollateral Agent, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the The consummation of the transactions contemplated hereby or therebyby this Agreement and the Transaction Documents to which the Custodian is a Party, nor and the fulfillment of or compliance with the terms and conditions of this Agreement will and the Transaction Documents to which the Custodian is a Party, shall not conflict with or with, result in a any breach of any of the termsterms and provisions of, conditions or provisions constitute (with or without notice or lapse of Custodian's charter time) a default under, the articles of incorporation or bylaws of the Custodian, or any agreement indenture, agreement, mortgage, deed of trust or other instrument to which the Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, rule, regulation, order, judgment rule or decree regulation applicable to which the Custodian of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Custodian or any of its property is subject; except that no representation properties and do not require any action by or warranty is made as to compliance require the consent of or the filing of any notice with laws and regulations, any Official Body or other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or MassachusettsPerson; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there There is no litigation pending or or, to the Custodian's knowledge, threatened, which if determined adversely to the Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of the Custodian thereunder, or which would have a material adverse effect on the financial condition of the Custodian; (viv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of or compliance by the Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and; (viivi) Upon written request of the Trustee Collateral Agent or the Certificate Note Insurer, the Custodian shall take such steps as requested by the Trustee Collateral Agent or the Certificate Note Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (vii) The Custodian has not been notified by any party that any third party claims an interest in the Receivables or is requesting the Custodian to act as a bailee with respect to the Records, except such interests that are created under the Master Receivables Purchase Agreement, the Security Agreement, the Note Purchase Agreement and any Supplement. (b) The Custodian covenants and warrants to the Collateral Agent and each of the Secured Parties that as of the date of each Custodian's Acknowledgment: (i) it holds no adverse interest, by way of security or otherwise, in any Receivable or Receivable File; and (ii) the execution of this Agreement and the creation of the custodial relationship hereunder does not create any interest, by way of security or otherwise, of the Custodian in or to any Receivable or Receivable File, other than the Custodian's rights as custodian hereunder. (c) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect, a fidelity bond and errors and omissions policy of a type and in such amount as is customary for custodians engaged in the business of acting as custodian of automobile receivables and shall maintain any other similar insurance applicable theretopolicies that are customarily maintained by custodians engaged in the business of acting as custodian of automobile receivables. Custodian makes no representations or warranties A certificate of the respective insurer as to each such policy or a blanket policy for such coverage shall be furnished to the validityCollateral Agent and the Note Insurer containing the insurer's statement or endorsement that such insurance shall not terminate prior to receipt by such party, legalityby certified mail, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan10 days advance notice thereof.

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the OriginatorsOriginator, the Depositors, the RepresentativeDepositor, the Servicer, the Certificate Insurer Issuing Entity and the Indenture Trustee, that as of the date of each Trust Receipt and Custodian Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans Receivable as custodian on behalf of the Mortgage Holdersapplicable Receivables Holder, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages Receivables to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Custodian Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunderhereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; andhereby; (vii) Upon written request of the Trustee or the Certificate Insurerapplicable Receivables Holder, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer applicable Receivables Holder to protect or maintain any interest in any Mortgaged Property Receivable; and (viii) The Custodian has not been notified by any party other than the Originator, the Depositor, the Issuing Entity and the Indenture Trustee that any insurance applicable theretosuch third party claims an interest in the Receivables or the Receivable Files nor is any such party requesting the Custodian to act as a bailee or custodian with respect to the Receivables or the Receivable Files. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivable File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable.

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the OriginatorsOriginator, the Depositors, the RepresentativeSeller, the Servicer, the Certificate Insurer Trust and the Indenture Trustee, that as of the date of each Trust Receipt and Custodian Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent)Receivable, to hold title to the Mortgage Loans Receivables as custodian on behalf of the Mortgage Receivables Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages Receivables to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Custodian Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida or MassachusettsIllinois; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida and Massachusetts; andIllinois; (vii) Upon written request of the Trustee or the Certificate InsurerIndenture Trustee, Custodian shall take such steps as requested by the Indenture Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (viii) The Custodian has not been notified by any party other than the Originator, the Seller, the Trust and the Indenture Trustee that any insurance applicable theretosuch third party claims an interest in the Receivables or the Receivables Files or is any such party requesting the Custodian to act as a bailee with respect to the Receivables or the Receivables Files. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable.

Representations, Warranties and Covenants of Custodian. (a) The Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer Collateral Agent and the Trustee, Secured Parties that as of the date hereof and as of each Trust Receipt and CertificationReceivables Transfer Date: (i) The Custodian is duly organized, validly existing and in good standing under the laws of the United Statesstate of its incorporation; (ii) The Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian Receivable File on behalf of the Mortgage HoldersCollateral Agent, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' ’ rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the The consummation of the transactions contemplated hereby or therebyby this Agreement and the Transaction Documents to which the Custodian is a Party, nor and the fulfillment of or compliance with the terms and conditions of this Agreement will and the Transaction Documents to which the Custodian is a Party, shall not conflict with or with, result in a any breach of any of the termsterms and provisions of, conditions or provisions constitute (with or without notice or lapse of Custodian's charter time) a default under, the articles of incorporation or bylaws of the Custodian, or any agreement indenture, agreement, mortgage, deed of trust or other instrument to which the Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, rule, regulation, order, judgment rule or decree regulation applicable to which the Custodian of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Custodian or any of its property is subject; except that no representation properties and do not require any action by or warranty is made as to compliance require the consent of or the filing of any notice with laws and regulations, any Official Body or other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or MassachusettsPerson; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there There is no litigation pending or or, to the Custodian’s knowledge, threatened, which if determined adversely to the Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of the Custodian thereunder, or which would have a material adverse effect on the financial condition of the Custodian; (viv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of or compliance by the Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and; (viivi) Upon written request of the Trustee Collateral Agent or the Certificate Note Insurer, the Custodian shall take such steps as requested by the Trustee Collateral Agent or the Certificate Note Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (vii) The Custodian has not been notified by any party that any third party claims an interest in the Receivables or is requesting the Custodian to act as a bailee with respect to the Records, except such interests that are created under the Master Receivables Purchase Agreement, the Security Agreement, the Note Purchase Agreement and any Supplement. (b) The Custodian covenants and warrants to the Collateral Agent and each of the Secured Parties that as of the date of each Custodian’s Acknowledgment: (i) it holds no adverse interest, by way of security or otherwise, in any Receivable or Receivable File; and (ii) the execution of this Agreement and the creation of the custodial relationship hereunder does not create any interest, by way of security or otherwise, of the Custodian in or to any Receivable or Receivable File, other than the Custodian’s rights as custodian hereunder. (c) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect, a fidelity bond and errors and omissions policy of a type and in such amount as is customary for custodians engaged in the business of acting as custodian of automobile receivables and shall maintain any other similar insurance applicable theretopolicies that are customarily maintained by custodians engaged in the business of acting as custodian of automobile receivables. Custodian makes no representations or warranties A certificate of the respective insurer as to each such policy or a blanket policy for such coverage shall be furnished to the validityCollateral Agent and the Note Insurer containing the insurer’s statement or endorsement that such insurance shall not terminate prior to receipt by such party, legalityby certified mail, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loanten (10) days advance notice thereof.

Representations, Warranties and Covenants of Custodian. (a) The Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, Collateral Agent that as of the date hereof and as of each Trust Receipt and CertificationReceivable Purchase Date: (i) The Custodian is duly organized, validly existing and in good standing under the laws of the United Statesstate of its incorporation; (ii) The Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian Receivable File on behalf of the Mortgage HoldersCollateral Agent, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the The consummation of the transactions contemplated hereby or therebyby this Agreement and the Transaction Documents to which the Custodian is a party, nor and the fulfillment fulfilment of or compliance with the terms and conditions of this Agreement will and the Transaction Documents to which the Custodian is a party, shall not conflict with or with, result in a any breach of any of the termsterms and provisions of, conditions or provisions constitute (with or without notice or lapse of Custodian's charter time) a default under, the articles of incorporation or bylaws of the Custodian, or any agreement indenture, agreement, mortgage, deed of trust or other instrument to which the Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, rule, regulation, order, judgment rule or decree regulation applicable to which the Custodian of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Custodian or any of its property is subject; except that no representation properties and do not require any action by or warranty is made as to compliance require the consent of or the filing of any notice with laws and regulations, any Governmental Authority or other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or MassachusettsPerson; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there There is no litigation pending or or, to the Custodian's knowledge, threatened, which if determined adversely to the Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of the Custodian thereunder, or which would have a material adverse effect on the financial condition of the Custodian; (viv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of or compliance by the Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and; (viivi) Upon written request of the Trustee or Collateral Agent, the Certificate Insurer, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer Collateral Agent to protect or maintain any interest in any Mortgaged Property and Receivable; and (vii) The Custodian has not been notified by any insurance applicable thereto. party that any third party claims an interest in the Receivables or is requesting the Custodian makes no representations or warranties to act as a bailee with respect to the validityRecords, legalityexcept such interests that are created under the Master Receivables Purchase Agreement, sufficiency, enforceability, perfection, genuineness or prior recorded status of any Assignments and the Security Agreement. (b) The Custodian covenants and warrants to the Collateral Agent and each of the documents contained Secured Parties that as of the date of each Custodian's Acknowledgement: (i) it holds no Adverse Claim, by way of security or otherwise, in each Mortgage File any Receivable or Receivable File; and (ii) the collectabilityexecution of this Agreement and the creation of the custodial relationship hereunder does not create any Adverse Claim or any other interest, insurabilityby way of security or otherwise, effectiveness of the Custodian in or suitability of to any Mortgage LoanReceivable or Receivable File, other than the Custodian's rights as custodian hereunder.

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the OriginatorsOriginator, the Depositors, the RepresentativeSeller, the Servicer, the Certificate Insurer Trust and the Indenture Trustee, that as of the date of each Trust Receipt and Custodian Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent)Receivable, to hold title to the Mortgage Loans Receivables as custodian on behalf of the Mortgage Receivables Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages Receivables to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Custodian Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida or MassachusettsIllinois; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida and Massachusetts; andIllinois; (vii) Upon written request of the Trustee or the Certificate InsurerIndenture Trustee, Custodian shall take such steps as requested by the Indenture Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (viii) The Custodian has not been notified by any party other than the Originator, the Seller, the Trust and the Indenture Trustee that any insurance applicable theretosuch third party claims an interest in the Receivables or the Receivable Files nor is any such party requesting the Custodian to act as a bailee with respect to the Receivables or the Receivable Files. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivable File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable.

Representations, Warranties and Covenants of Custodian. (a) The Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, Collateral Agent that as of the date hereof and as of each Trust Receipt and CertificationFunding Date: (i) The Custodian is duly organized, validly existing and in good standing under the laws of the United Statesstate of its incorporation; (ii) The Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian Receivable File on behalf of the Mortgage HoldersCollateral Agent, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' ’ rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the The consummation of the transactions contemplated hereby or therebyby this Agreement and the Transaction Documents to which the Custodian is a party, nor and the fulfillment of or compliance with the terms and conditions of this Agreement will and the Transaction Documents to which the Custodian is a party, does not conflict with or with, result in a any breach of any of the termsterms and provisions of, conditions or provisions constitute (with or without notice or lapse of Custodian's charter time) a default under, the articles of incorporation or bylaws of the Custodian, or any agreement indenture, agreement, mortgage, deed of trust or other instrument to which the Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, rule, regulation, order, judgment rule or decree regulation applicable to which the Custodian of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Custodian or any of its property is subject; except that no representation properties and do not require any action by or warranty is made as to compliance require the consent of or the filing of any notice with laws and regulationsany federal or state regulatory body, administrative agency or other than those governmental instrumentality having jurisdiction over the Custodian or any of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure its properties or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or MassachusettsPerson; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there There is no litigation pending or or, to the Custodian’s knowledge, threatened, which if determined adversely to the Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of the Custodian thereunder, or which would have a material adverse effect on the financial condition of the Custodian; (viv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of or compliance by the Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and; (viivi) Upon written request of the Trustee Collateral Agent or the Certificate InsurerAgent, the Custodian shall take such steps as requested by the Trustee Collateral Agent or the Certificate Insurer Agent to protect or maintain any interest in any Mortgaged Property Receivable; and (vii) The Custodian has not been notified by any party that any third party claims an interest in the Receivables or is requesting the Custodian to act as a bailee with respect to the Receivables Files, except such interests that are created under the Master Receivables Purchase Agreement, the Security Agreement, the Note Purchase Agreement and any Supplement. (b) The Custodian covenants and warrants to the Collateral Agent and each of the Secured Parties that as of the date of each Custodian’s Acknowledgment: (i) it holds no adverse interest, by way of security or otherwise, in any Receivable or Receivable File; and (ii) the execution of this Agreement and the creation of the custodial relationship hereunder does not create any interest, by way of security or otherwise, of the Custodian in or to any Receivable or Receivable File, other than the Custodian’s rights as custodian hereunder. (c) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect, a Fidelity Bond and Errors and Omissions Policy of a type and in such amount as is customary for custodians engaged in the business of acting as custodian of automobile receivables and shall maintain any other similar insurance applicable theretopolicies that are customarily maintained by custodians engaged in the business of acting as custodian of automobile receivables. Custodian makes no representations or warranties A certificate of the respective insurer as to each such policy or a blanket policy for such coverage shall be furnished to the validityCollateral Agent and the Agent containing the insurer’s statement or endorsement that such insurance shall not terminate prior to receipt by such party, legalityby certified mail, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loanten (10) days advance notice thereof.

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the OriginatorsOriginator, the Depositors, the RepresentativeSeller, the Servicer, the Certificate Insurer Trust and the Indenture Trustee, that as of the date of each Trust Receipt and Custodian Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent)Receivable, to hold title to the Mortgage Loans Receivables as custodian on behalf of the Mortgage Receivables Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages Receivables to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Custodian Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating re- lating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida or MassachusettsIllinois; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida and Massachusetts; andIllinois; (vii) Upon written request of the Trustee or the Certificate InsurerIndenture Trustee, Custodian shall take such steps as requested by the Indenture Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (viii) The Custodian has not been notified by any party other than the Originator, the Seller, the Trust and the Indenture Trustee that any insurance applicable theretosuch third party claims an interest in the Receivables or the Receivables Files nor is any such party requesting the Custodian to act as a bailee with respect to the Receivables or the Receivables Files. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable.

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the OriginatorsOriginator, the Depositors, the RepresentativeDepositor, the Servicer, the Certificate Insurer Issuing Entity and the Indenture Trustee, that as of the date of each Trust Receipt and Custodian Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent)Receivable, to hold title to the Mortgage Loans Receivables as custodian on behalf of the Mortgage Receivables Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages Receivables to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Custodian Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunderhereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; andhereby; (vii) Upon written request of the Trustee or the Certificate InsurerIndenture Trustee, Custodian shall take such steps as requested by the Indenture Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (viii) The Custodian has not been notified by any party other than the Originator, the Depositor, the Issuing Entity and the Indenture Trustee that any insurance applicable theretosuch third party claims an interest in the Receivables or the Receivable Files nor is any such party requesting the Custodian to act as a bailee with respect to the Receivables or the Receivable Files. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivable File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable.

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the OriginatorsOriginator, the Depositors, the RepresentativeSeller, the Servicer, the Certificate Insurer Trust and the Indenture Trustee, that as of the date of each Trust Receipt and Custodian Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent)Receivable, to hold title to the Mortgage Loans Receivables as custodian on behalf of the Mortgage Receivables Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages Receivables to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Custodian Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida or MassachusettsIllinois; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any 7 of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida and Massachusetts; andIllinois; (vii) Upon written request of the Trustee or the Certificate InsurerIndenture Trustee, Custodian shall take such steps as requested by the Indenture Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (viii) The Custodian has not been notified by any party other than the Originator, the Seller, the Trust and the Indenture Trustee that any insurance applicable theretosuch third party claims an interest in the Receivables or the Receivables Files nor is any such party requesting the Custodian to act as a bailee with respect to the Receivables or the Receivables Files. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable.

Representations, Warranties and Covenants of Custodian. The Custodian hereby represents and warrants to, and covenants with, to the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, that as of the date of each Trust Receipt and CertificationCollateral Agent that: (ia) The Custodian is duly organizeda “bank” (as defined in Section 9-102 of the UCC) and, validly existing regardless of any provision in any other agreement, the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Custodian for purposes of each Deposit Account maintained by the Grantor with the Custodian is the State of New York. (b) The Custodian is a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) and is acting in good standing under that capacity and, regardless of any provision in any other agreement, the jurisdiction (determined in accordance with Sections 9-305 and 8-110(e) of the UCC) of the Custodian for purposes of each Securities Account maintained by the Grantor with the Custodian is the State of New York. (c) The account agreements between the Custodian and the Grantor relating to the establishment and general operation of the Collateral Accounts provide, whether specifically or generally, that the laws of New York govern the United States;Collateral Accounts and, regardless of any provision in any other agreement, that the Custodian’s “jurisdiction” for purposes of Sections 9-304, 9-305 and 8-110(e) of the UCC in respect of the Collateral Accounts is the State of New York. The Custodian will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Custodian’s jurisdiction for purposes of Section 9-304, 9-305 or 8-110(e) of the UCC is not the State of New York. (iid) The Custodian has the full power not granted and authority to hold each Mortgage Loan (whether acting alone will not grant its creditors or through an agent), to hold title to the Mortgage Loans as custodian on behalf any other Person a security interest in any of the Mortgage HoldersCollateral and the Custodian will not sell, and to executeassign, deliver and performtransfer, and to enter into and consummate all transactions contemplated by this Agreementhypothecate, has duly authorized the executionrehypothecate, delivery and performance of this Agreementpledge, has duly executed and delivered this Agreementrepledge, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency use or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach otherwise dispose of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any Collateral (other than Cash) and will keep all Collateral (other than Cash) segregated from the assets of the foregoing, Custodian and from the assets of its other customers. (e) The Custodian has not entered and will not enter into any agree­ment with any Person other than the Collateral Agent under which the Custodian agrees to comply with any Entitlement Orders or result instructions from such other Person as to the disposition of funds from any Collateral Account. (f) Any item of Collateral received by the Custodian for a Grantor’s account in accordance with Section 4.03 of the Security Agreement will be credited to the appropriate Collateral Account listed on Annex A hereto for such Grantor in accordance with Section 4.02(b) of the Security Agreement. (g) No item of Collateral will be released by the Custodian to any Grantor or to any other Person except in accordance with Section 4.04 of the Security Agreement. (h) All Collateral which is a Financial Asset held by the Custodian shall be registered in the violation name of any law, rule, regulation, order, judgment or decree to which the Custodian or its property is subject; except that no representation or warranty is made as nominee, payable to compliance with laws and regulations, other than those the order of the United StatesCustodian or specially indorsed to the Custodian or in blank, and in the event that any Financial Asset held by the Custodian is inadvertently registered in the name of, payable to the order of or specially indorsed to another Person and is not indorsed to the Custodian or in blank, the State of Florida Custodian shall hold such Financial Asset as agent and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any bailee of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and (vii) Upon written request of the Trustee or the Certificate Insurer, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property and any insurance applicable thereto. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanCollateral Agent.

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the OriginatorsOriginator, the Depositors, the RepresentativeSeller, the Servicer, the Certificate Insurer Trust and the Indenture Trustee, that as of the date of each Trust Receipt and Custodian Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent)Receivable, to hold title to the Mortgage Loans Receivables as custodian on behalf of the Mortgage Receivables Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages Receivables to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Custodian Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, States and the State of Florida and the Commonwealth of Massachusetts[________], relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida or Massachusetts[________]; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, States and the State of Florida and the Commonwealth of Massachusetts[________], relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida and Massachusetts; and[________]; (vii) Upon written request of the Trustee or the Certificate InsurerIndenture Trustee, Custodian shall take such steps as requested by the Indenture Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (viii) The Custodian has not been notified by any party other than the Originator, the Seller, the Trust and the Indenture Trustee that any insurance applicable theretosuch third party claims an interest in the Receivables or the Receivables Files or is any such party requesting the Custodian to act as a bailee with respect to the Receivables or the Receivables Files. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable.

Representations, Warranties and Covenants of Custodian. (a) The Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer Collateral Agent and the Trustee, Secured Parties that as of the date hereof and as of each Trust Receipt and CertificationReceivables Transfer Date: (i) The Custodian is duly organized, validly existing and in good standing under the laws of the United Statesstate of its incorporation; (ii) The Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian Receivable File on behalf of the Mortgage HoldersCollateral Agent, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the The consummation of the transactions contemplated hereby or therebyby this Agreement and the Transaction Documents to which the Custodian is a Party, nor and the fulfillment of or compliance with the terms and conditions of this Agreement will and the Transaction Documents to which the Custodian is a Party, shall not conflict with or with, result in a any breach of any of the termsterms and provisions of, conditions or provisions constitute (with or without notice or lapse of Custodian's charter time) a default under, the articles of incorporation or bylaws of the Custodian, or any agreement indenture, agreement, mortgage, deed of trust or other instrument to which the Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, rule, regulation, order, judgment rule or decree regulation applicable to which the Custodian of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Custodian or any of its property is subject; except that no representation properties and do not require any action by or warranty is made as to compliance require the consent of or the filing of any notice with laws and regulations, any Official Body or other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or MassachusettsPerson; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there There is no litigation pending or or, to the Custodian's knowledge, threatened, which if determined adversely to the Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of the Custodian thereunder, or which would have a material adverse effect on the financial condition of the Custodian; (viv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of or compliance by the Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and; (viivi) Upon written request of the Trustee Collateral Agent or the Certificate Note Insurer, the Custodian shall take such steps as requested by the Trustee Collateral Agent or the Certificate Note Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (vii) The Custodian has not been notified by any party that any third party claims an interest in the Receivables or is requesting the Custodian to act as a bailee with respect to the Records, except such interests that are created under the Master Receivables Purchase Agreement, the Security Agreement, the Note Purchase Agreement and any Supplement. (b) The Custodian covenants and warrants to the Collateral Agent and each of the Secured Parties that as of the date of each Custodian's Acknowledgment: (i) it holds no adverse interest, by way of security or otherwise, in any Receivable or Receivable File; and (ii) the execution of this Agreement and the creation of the custodial relationship hereunder does not create any interest, by way of security or otherwise, of the Custodian in or to any Receivable or Receivable File, other than the Custodian's rights as custodian hereunder. (c) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect, a fidelity bond and errors and omissions policy of a type and in such amount as is customary for custodians engaged in the business of acting as custodian of automobile receivables and shall maintain any other similar insurance applicable theretopolicies that are customarily maintained by custodians engaged in the business of acting as custodian of automobile receivables. Custodian makes no representations or warranties A certificate of the respective insurer as to each such policy or a blanket policy for such coverage shall be furnished to the validityCollateral Agent and the Note Insurer containing the insurer's statement or endorsement that such insurance shall not terminate prior to receipt by such party, legalityby certified mail, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loanten (10) days advance notice thereof.

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the OriginatorsOriginator, the Depositors, the RepresentativeSeller, the Servicer, the Certificate Insurer Trust and the Indenture Trustee, that as of the date of each Trust Receipt and Custodian Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent)Receivable, to hold title to the Mortgage Loans Receivables as custodian on behalf of the Mortgage Receivables Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages Receivables to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Custodian Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and (vii) Upon written request of the Trustee or the Certificate Insurer, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property and any insurance applicable thereto. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan.,

Representations, Warranties and Covenants of Custodian. (a) The Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, Collateral Agent that as of the date hereof and as of each Trust Receipt and CertificationReceivables Transfer Date: (i) The Custodian is duly organized, validly existing and in good standing under the laws of the United Statesstate of its incorporation; (ii) The Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian Receivable File on behalf of the Mortgage HoldersCollateral Agent, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the The consummation of the transactions contemplated hereby or therebyby this Agreement and the Transaction Documents to which the Custodian is a Party, nor and the fulfillment of or compliance with the terms and conditions of this Agreement will and the Transaction Documents to which the Custodian is a Party, shall not conflict with or with, result in a any breach of any of the termsterms and provisions of, conditions or provisions constitute (with or without notice or lapse of Custodian's charter time) a default under, the articles of incorporation or bylaws of the Custodian, or any agreement indenture, agreement, mortgage, deed of trust or other instrument to which the Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, rule, regulation, order, judgment rule or decree regulation applicable to which the Custodian of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Custodian or any of its property is subject; except that no representation properties and do not require any action by or warranty is made as to compliance require the consent of or the filing of any notice with laws and regulations, any Official Body or other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or MassachusettsPerson; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there There is no litigation pending or or, to the Custodian's knowledge, threatened, which if determined adversely to the Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of the Custodian thereunder, or which would have a material adverse effect on the financial condition of the Custodian; (viv) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of or compliance by the Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and; (viivi) Upon written request of the Trustee Collateral Agent or the Certificate InsurerAgent, the Custodian shall take such steps as requested by the Trustee Collateral Agent or the Certificate Insurer Agent to protect or maintain any interest in any Mortgaged Property Receivable; and (vii) The Custodian has not been notified by any party that any third party claims an interest in the Receivables or is requesting the Custodian to act as a bailee with respect to the Records, except such interests that are created under the Master Receivables Purchase Agreement, the Security Agreement, the Note Purchase Agreement and any Supplement. (b) The Custodian covenants and warrants to the Collateral Agent and each of the Secured Parties that as of the date of each Custodian's Acknowledgment: (i) it holds no adverse interest, by way of security or otherwise, in any Receivable or Receivable File; and (ii) the execution of this Agreement and the creation of the custodial relationship hereunder does not create any interest, by way of security or otherwise, of the Custodian in or to any Receivable or Receivable File, other than the Custodian's rights as custodian hereunder. (c) The Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect, a fidelity bond and errors and omissions policy of a type and in such amount as is customary for custodians engaged in the business of acting as custodian of automobile receivables and shall maintain any other similar insurance applicable theretopolicies that are customarily maintained by custodians engaged in the business of acting as custodian of automobile receivables. Custodian makes no representations or warranties A certificate of the respective insurer as to each such policy or a blanket policy for such coverage shall be furnished to the validityCollateral Agent and the Agent containing the insurer's statement or endorsement that such insurance shall not terminate prior to receipt by such party, legalityby certified mail, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan10 days advance notice thereof.

Representations, Warranties and Covenants of Custodian. (a) The Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, to the Servicer, the Certificate Insurer Backup Servicer and the TrusteeIssuer and for the benefit of the Certificateholders, that as of the date of each Trust Receipt and CertificationClosing Date, that: (i) The Custodian is a trust company duly organized, validly existing and in good standing under the laws of the United States;Canada. (ii) The execution and delivery of this Agreement by the Custodian, and the performance and compliance with the terms of this Agreement by the Custodian, will not violate the Custodian's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (iii) Except to the extent that the laws of certain jurisdictions in which any part of the ACAR Series 2002-A Certificateholders' Assets may be located require that a co-Custodian or separate Custodian be appointed to act with respect to such property as contemplated by Section 11.10, the Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans carry on its business as custodian on behalf of the Mortgage Holders, and to execute, deliver and perform, now being conducted and to enter into and consummate all transactions contemplated by this Agreement, Agreement has duly authorized the execution, delivery and performance of this Agreement, Agreement and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and this Agreement delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Custodian, enforceable against it the Custodian in accordance with its termsthe terms hereof, except as enforcement of such terms may be limited by subject to (A) applicable bankruptcy, insolvency or similar insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and by the availability rights of equitable remedies;creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (iiiv) Neither the The Custodian is not in violation of, and its execution and delivery of this Agreement, the delivery of Mortgage Loans Agreement and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts its performance and Trust Receipt and Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or not constitute a default or result in an acceleration under any of the foregoingviolation of, or result in the violation of any law, rule, regulation, order, judgment any order or decree to which Custodian of any court or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreementarbiter, or any order, regulation or demand of any federal, provincial or local governmental or regulatory authority, which violation, in the Custodian's good faith and reasonable judgment, is likely to affect materially and adversely the ability of the duties or Custodian to perform its obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian;under this Agreement. (vi) No litigation is pending or, to the best of the Custodian's knowledge, threatened against the Custodian that, if determined adversely to the Custodian, would prohibit the Custodian from entering into this Agreement or, in the Custodian's good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Custodian to perform its obligations under this Agreement. (vii) Any consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of or compliance by the Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty by this Agreement has been obtained and is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and (vii) Upon written request of the Trustee or the Certificate Insurer, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property and any insurance applicable thereto. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loaneffective.

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the OriginatorsOriginator, the Depositors, the RepresentativeSeller, the Servicer, the Certificate Insurer Trust and the Indenture Trustee, that as of the date of each Trust Receipt and Custodian Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent)Receivable, to hold title to the Mortgage Loans Receivables as custodian on behalf of the Mortgage Receivables Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages Receivables to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Custodian Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of CustodianCusto- dian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida or MassachusettsIllinois; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida and Massachusetts; andIllinois; (vii) Upon written request of the Trustee or the Certificate InsurerIndenture Trustee, Custodian shall take such steps as requested by the Indenture Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (viii) The Custodian has not been notified by any party other than the Originator, the Seller, the Trust and the Indenture Trustee that any insurance applicable theretosuch third party claims an interest in the Receivables or the Receivables Files or is any such party requesting the Custodian to act as a bailee with respect to the Receivables or the Receivables Files. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivables File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable.

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the OriginatorsOriginator, the Depositors, the RepresentativeSeller, the Servicer, the Certificate Insurer Trust and the Indenture Trustee, that as of the date of each Trust Receipt and Custodian Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent)Receivable, to hold title to the Mortgage Loans Receivables as custodian on behalf of the Mortgage Receivables Holders, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' ’ rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages Receivables to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Custodian Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's ’s charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida or MassachusettsIllinois; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's ’s knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunderhereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or therebyhereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsIllinois, relating to qualifications, licensure or regulation of custodians of mortgage loans receivables originated in states or commonwealths other than Florida and Massachusetts; andIllinois; (vii) Upon written request of the Trustee or the Certificate InsurerIndenture Trustee, Custodian shall take such steps as requested by the Indenture Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property Receivable; and (viii) The Custodian has not been notified by any party other than the Originator, the Seller, the Trust and the Indenture Trustee that any insurance applicable theretosuch third party claims an interest in the Receivables or the Receivable Files nor is any such party requesting the Custodian to act as a bailee with respect to the Receivables or the Receivable Files. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage Receivable File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanReceivable.

Representations, Warranties and Covenants of Custodian. The Custodian hereby represents and warrants to, and covenants with, to the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, that as of the date of each Trust Receipt and CertificationCollateral Agent that: (ia) The Custodian is duly organizeda “bank” (as defined in Section 9-102 of the UCC) and, validly existing regardless of any provision in any other agreement, the jurisdiction (determined in accordance with Section 9-304 of the UCC) of the Custodian for purposes of each Deposit Account maintained by the Grantor with the Custodian is the State of New York. (b) The Custodian is a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) and is acting in good standing under that capacity and, regardless of any provision in any other agreement, the jurisdiction (determined in accordance with Sections 9-305 and 8-110(e) of the UCC) of the Custodian for purposes of each Securities Account maintained by the Grantor with the Custodian is the State of New York. (c) The account agreements between the Custodian and the Grantor relating to the establishment and general operation of the Collateral Accounts provide, whether specifically or generally, that the laws of New York govern the United States;Collateral Accounts and, regardless of any provision in any other agreement, that the Custodian’s “jurisdiction” for purposes of Sections 9-304, 9-305 and 8-110(e) of the UCC in respect of the Collateral Accounts is the State of New York. The Custodian will not, without the Collateral Agent’s prior written consent, amend any such account agreement so that the Custodian’s jurisdiction for purposes of Section 9-304, 9-305 or 8-110(e) of the UCC is not the State of New York. (iid) The Custodian has the full power not granted and authority to hold each Mortgage Loan (whether acting alone will not grant its creditors or through an agent), to hold title to the Mortgage Loans as custodian on behalf any other Person a security interest in any of the Mortgage HoldersCollateral and the Custodian will not sell, and to executeassign, deliver and performtransfer, and to enter into and consummate all transactions contemplated by this Agreementhypothecate, has duly authorized the executionrehypothecate, delivery and performance of this Agreementpledge, has duly executed and delivered this Agreementrepledge, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency use or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach otherwise dispose of any of the terms, conditions or provisions Collateral (other than Cash) and will keep all Collateral (other than Cash) segregated from the assets of Custodian's charter or bylaws or the Custodian and from the assets of its other customers. (e) The Custodian has not entered and will not enter into any agreement with any Person other than the Collateral Agent under which the Custodian agrees to comply with any Entitlement Orders or instrument instructions from such other Person as to which the disposition of funds from any Collateral Account. (f) Any item of Collateral received by the Custodian is now for a party or by which it is bound, or constitute a default or result Grantor’s account in an acceleration under any accordance with Section 4.03 of the foregoing, Security Agreement will be credited to the appropriate Collateral Account listed on Annex A hereto for such Grantor in accordance with Section 4.02(b) of the Security Agreement. (g) No item of Collateral will be released by the Custodian to any Grantor or result to any other Person except in accordance with Section 4.04 of the Security Agreement. (h) All Collateral which is a Financial Asset held by the Custodian shall be registered in the violation name of any law, rule, regulation, order, judgment or decree to which the Custodian or its property is subject; except that no representation or warranty is made as nominee, payable to compliance with laws and regulations, other than those the order of the United StatesCustodian or specially indorsed to the Custodian or in blank, and in the event that any Financial Asset held by the Custodian is inadvertently registered in the name of, payable to the order of or specially indorsed to another Person and is not indorsed to the Custodian or in blank, the State of Florida Custodian shall hold such Financial Asset as agent and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any bailee of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and (vii) Upon written request of the Trustee or the Certificate Insurer, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property and any insurance applicable thereto. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage LoanCollateral Agent.

Representations, Warranties and Covenants of Custodian. With respect to each Trust Receipt and Certification, Custodian hereby represents and warrants to, and covenants with, with the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, Lender that as of the date such Trust Receipt and Certification is provided, which representations and warranties shall survive delivery of each such Trust Receipt and Certification: (ia) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (iib) Custodian has the full power and authority to hold each Mortgage Loan Receivable (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian on behalf of the Mortgage Holders, ) and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, Agreement and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iiic) Neither the execution and delivery of this Agreement, the filing of a financing statement indicating that the Lender is the secured party with respect to certain Receivables, the delivery of Mortgage Loans and assignments of Mortgages to CustodianReceivables, the issuance of the Mortgage Receipts and Trust Receipt and CertificationsCertification, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws by-laws or any legal restriction or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts; (ivd) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (ve) To Custodian's knowledge after due inquiry, there There is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunder, or which would have a material an adverse effect on the financial condition of Custodian; (vif) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby hereby; (g) Custodian is a separate and independent entity from any of the Borrowers, Custodian does not own a controlling interest in any of the Borrowers either directly or thereby; except that through affiliates, and no representation director or warranty officer of the Custodian is made as to consents, approvals, authorizations also a director or orders officer of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; andBorrowers; (viih) Upon written request of the Trustee or the Certificate InsurerLender, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer Lender to protect or maintain any interest in any Mortgaged Property the Financed Vehicle or other collateral securing the Receivable owned by the Lender and any insurance applicable thereto. . (i) Custodian makes is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which adversely affects, or may in the future adversely affect, the ability of the Custodian to perform its obligations under this Agreement or the interest of the Lender in any respect; (j) There are no representations actions, suits, proceedings or warranties as investigations pending or threatened against the Custodian, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status consummation of any of the documents contained in each Mortgage File transactions contemplated by this Agreement, and (C) seeking any determination or ruling that might adversely affect the performance by the Custodian of its obligations under, or the collectabilityvalidity or enforceability of, insurabilitythis Agreement; and (k) Custodian shall monitor the financing statements filed with respect to the Receivables naming the Lender as the secured party and shall cause each Borrower to file or, effectiveness or suitability if a Borrower shall fail to file in a timely manner, shall itself file such amendments and continuation statements with respect thereto necessary in order to maintain the perfected security interest of any Mortgage Loanthe Lender in the Receivables.

Representations, Warranties and Covenants of Custodian. The Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, Secured Party that as of the date hereof and as of each Trust Receipt and CertificationTransfer Date: (i) 1. The Custodian is duly organized, validly existing and in good standing under the laws of the United Statesstate of its incorporation; (ii) 2. The Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian Receivable File on behalf of the Mortgage HoldersSecured Party, and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the 3. The consummation of the transactions contemplated hereby or therebyby this Agreement, nor and the fulfillment of or compliance with the terms and conditions of this Agreement will Agreement, shall not conflict with or with, result in a any breach of any of the termsterms and provisions of, conditions or provisions constitute (with or without notice or lapse of Custodian's charter time) a default under, the articles of incorporation or bylaws of the Custodian, or any agreement indenture, agreement, mortgage, deed of the Custodian or other instrument to which the Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of the Custodian or other instrument, other than this Agreement, or violate any law, rule, regulation, order, judgment rule or decree regulation applicable to which the Custodian of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Custodian or any of its property is subject; except that no representation properties and do not require any action by or warranty is made as to compliance require the consent of or the filing of any notice with laws and regulations, any governmental authority or other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusettsperson; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there 4. There is no litigation pending or or, to the Custodian's knowledge, threatened, which if determined adversely to the Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of the Custodian thereunder, or which would have a material adverse effect on the financial condition of the Custodian; (vi) 5. No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Custodian of or compliance by the Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; and (vii) Upon written request of the Trustee or the Certificate Insurer, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property and any insurance applicable thereto. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan.;

Representations, Warranties and Covenants of Custodian. Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, that as of the date of each Trust Receipt and Certification: (i) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (ii) Custodian has the full power and authority to hold each Mortgage Loan (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian on behalf of the Mortgage Holders, ) and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) Neither the execution and delivery of this Agreement, the delivery of Mortgage Loans and assignments of Mortgages to Custodian, the issuance of the Mortgage Receipts and Trust Receipt and Certifications, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsFlorida, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or MassachusettsFlorida; (iv) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (v) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened, which if determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunder, or which would have a material adverse effect on the financial condition of Custodian; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, States and the State of Florida and the Commonwealth of MassachusettsFlorida, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and MassachusettsFlorida; and (vii) Upon written request of the Trustee or the Certificate Insurer, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer to protect or maintain any interest in any Mortgaged Property and any insurance applicable thereto. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan.

Representations, Warranties and Covenants of Custodian. With respect to each Trust Receipt and Certification, Custodian hereby represents and warrants to, and covenants with, the Originators, the Depositors, the Representative, the Servicer, the Certificate Insurer and the Trustee, with Buyer that as of the date of each such Trust Receipt and CertificationCertification is provided: (ia) Custodian is duly organized, validly existing and in good standing under the laws of the United States; (iib) Custodian has the full power and authority to hold each Mortgage Loan Contract (whether acting alone or through an agent), to hold title to the Mortgage Loans as custodian on behalf of the Mortgage Holders, ) and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, Agreement and this Agreement constitutes a legal, valid and binding obligation of Custodian, enforceable against it in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iiic) Neither the execution and delivery of this Agreement, the filing of a financing statement indicating that Buyer is the secured party with respect to certain Contracts, the delivery of Mortgage Loans and assignments of Mortgages to CustodianContracts, the issuance of the Mortgage Receipts and Trust Receipt and CertificationsCertification, the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of Custodian's charter or bylaws by-laws or any legal restriction or any agreement or instrument to which Custodian is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which Custodian or its property is subject; except that no representation or warranty is made as to compliance with laws and regulations, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida or Massachusetts; (ivd) Custodian does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (ve) To Custodian's knowledge after due inquiry, there There is no litigation pending or threatened, which if is determined adversely to Custodian, would adversely affect the execution, delivery or enforceability of this Agreement, or any of the duties or obligations of Custodian thereunder, or which would have a material an adverse effect on the financial condition of Custodian; (vif) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Custodian of or compliance by Custodian with this Agreement or the consummation of the transactions contemplated hereby or thereby; except that no representation or warranty is made as to consents, approvals, authorizations or orders of any courts or governmental agencies or bodies, other than those of the United States, the State of Florida and the Commonwealth of Massachusetts, relating to qualifications, licensure or regulation of custodians of mortgage loans originated in states or commonwealths other than Florida and Massachusetts; andhereby; (viig) Custodian is a separate and independent entity from Seller, Custodian does not own a controlling interest in Seller either directly or through affiliates and no director or officer of Custodian is also a director or officer of Seller; (h) Upon written request of the Trustee or the Certificate InsurerBuyer, Custodian shall take such steps as requested by the Trustee or the Certificate Insurer Buyer to protect or maintain any interest in any Mortgaged Property the Collateral or other collateral securing the Contract owned by Buyer and any insurance applicable thereto. . (i) Custodian makes is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects, or may in the future adversely affect, the ability of the Custodian to perform its obligations under this Agreement or the interest of the Buyer in any respect; (j) There are no representations actions, suits, proceedings or warranties as investigations pending or threatened against the Custodian, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the validity, legality, sufficiency, enforceability, perfection, genuineness or prior recorded status consummation of any of the documents contained in each Mortgage File transactions contemplated by this Agreement, and (C) seeking any determination or ruling that might adversely affect the performance by the Custodian of its obligations under, or the collectabilityvalidity or enforceability of, insurabilitythis Agreement; and (k) Custodian shall monitor the financing statements filed with respect to the Contracts naming Buyer as the secured party and shall cause Seller to file or, effectiveness or suitability if Seller shall fail to file in a timely manner, shall itself file such amendments and continuation statements with respect thereto necessary in order to maintain the perfected security interest of any Mortgage LoanBuyer in the Contracts.