Custodian agreement clause samples

1. Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in Part I of Appendix A to the Servicing Agreement among the Issuing Entity, the Servicer and the Depositor, dated as of the date hereof (as it may be amended, modified or supplemented from time to time, the “Servicing Agreement”) or in the text of the Servicing Agreement. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Custodian Agreement. All references herein to Sections and subsections are to sections and subsections of this Custodian Agreement unless otherwise specified.

18. Merger and Integration. Except as specifically stated otherwise herein, this Custodian Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Custodian Agreement. This Custodian Agreement may not be modified, amended, waived or supplemented except as provided herein.

4.This Novation and Amendment Agreement shall be governed by such laws as provided in Section 12.4 of the Custodian Agreement. This Novation and Amendment Agreement may be executed in original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Novation and Amendment Agreement and together with the Agreement, shall represent the entire understanding of the parties hereto.

[Custodian] is the custodian under the custodian agreement.The custodian is a and its principal offices are located at .

(a) Safekeeping. The Custodian shall hold the Receivable Files on behalf of the Indenture Trustee clearly identified as being separate from all other files or records maintained by the Custodian at the same location and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as will enable the Indenture Trustee to comply with the terms and conditions of the Sale and Servicing Agreement. Each Receivable shall be identified on the books and records of the Custodian in a manner that (i)is consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar receivables, (ii)indicates that the Receivables are held by the Custodian on behalf of the Indenture Trustee and (iii)is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Custodian Agreement. The Custodian shall carry out such policies and procedures in accordance with its customary actions with respect to the handling and custody of the Receivable Files so that the integrity and physical possession of the Receivable Files will be maintained. The Custodian shall promptly report to the Indenture Trustee and the Servicer any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Upon reasonable request of the Indenture Trustee, the Custodian shall make copies or other electronic file records (e.g. diskettes, CD’s, etc.) (the “Copies”) of the Receivable Files and shall deliver such Copies to the Indenture Trustee and the Indenture Trustee shall hold such Copies on behalf of the Noteholders. The initial Servicer shall pay for all costs and expenses relating to the Copies. Subject to Section3(c) hereof, the Custodian shall at all times (i)maintain the original of the fully executed original retail installment sales contract or promissory note and (ii)maintain the original of the Lien Certificate or application therefore (if no such Lien Certificate has yet been issued), in each case relating to each Receivable in a fire resistant vault; provided, however, the Lien Certificate may be maintained electronically by the Registrar of Titles of the applicable state pursuant to applicable state laws, with confirmation thereof maintained by the Custodian or a third party service provider.

Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed thereto in the Custodian Agreement. Capitalized terms used herein that are not otherwise defined herein or in the Custodian Agreement shall have the meaning ascribed thereto in the Sale and Servicing Agreement, dated as of , 20 (the “Sale and Servicing Agreement”), among Exeter Automobile Receivables Trust 20-, as issuer, EFCAR, LLC, as seller, the Servicer[,]/[and] the Indenture Trustee [and [Backup Servicer], as backup servicer].

Termination.Either party to the Custodian Agreement may terminate this Addendum (i)for any reason by giving the other party at least one-hundred and eighty (180)days’ prior written notice in the case of notice of termination by State Street to the Customer or thirty (30)days’ notice in the case of notice from the Customer to State Street of termination, or (ii)immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90)days after the termination of the Custodian Agreement. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3)years.

(iv) The Custodian shall have no responsibilities or duties whatsoever with respect to a Loan Document or Identified Security, except for such responsibilities as are expressly set forth herein or the Custodian Agreement. The Custodian shall be entitled to all exculpations, indemnities and other benefits under this Agreement when acting as bailee for the Agent.

[Custodian] is the custodian under the custodian agreement. The custodian is a and its principal offices are located at .

(c)Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.

12.Successors and Assigns. This Agreement will be binding upon the parties and their respective successors and assigns. The Custodian may transfer its rights and duties under this Agreement to any successor to the Custodian under the Custodian Agreement. Otherwise, this Agreement may not be assigned without the written consent of all parties.

15.Prior Agreements; Amendments. This Agreement supersedes the IBT Custodian Agreement. For avoidance of doubt, the IBT Custodian Agreement does not include the Amended and Restated Delegation Agreement between the Bank (as successor by merger to IBT) and the Trust dated as of June 29, 2001 (as amended, supplemented, restated or otherwise modified from time to time). This Agreement may not be altered or amended, except by an instrument in writing, executed by the parties, and in the case of the Trust, such alteration or amendment will be authorized and approved by its Trustees.

1.Maintenance of Fund’s Assets Abroad.The Fund, acting through its Board or its duly authorized representative, hereby instructs the Delegate pursuant to the terms of the Custodian Agreement dated as of the date hereof executed by and between the Fund and the Delegate (the Custodian Agreement) to place and maintain the Fund’s Assets in countries outside the United States in accordance with Instructions received from the Fund’s Investment Advisor. Such instruction shall constitute an Instruction under the terms of the Custodian Agreement. The Fund acknowledges that (a)the Delegate shall perform services hereunder only with respect to the countries where it accepts delegation as Foreign Custody Manager as indicated on the Delegate’s Global Custody Network Listing; (b)depending on conditions in the particular country, advance notice may be required before the Delegate shall be able to perform its duties hereunder in or with respect to such country (such advance notice to be reasonable in light of the specific facts and circumstances attendant to performance of duties in such country); and ( c) nothing in this Delegation Schedule shall require the Delegate to provide delegated or custodial services in any country, and there may from time to time be countries as to which the Delegate determines it will not provide delegation services.

SECTION 6.15.Notice of Termination of Custodian Agreement. The Borrower shall provide written notice to the Bank prior to terminating the Custodian Agreement at the earlier of (i)the time the Borrower provides notice thereof to the Custodian and (ii)thirty (30) days prior to terminating the Custodian Agreement.

(a)This Agreement may be terminated by Party B only with the written consent of Party A. Party A may terminate this Agreement at any time upon written notice to the other parties. Upon termination by Party B with the written consent of Party A or by Party A, Party A will have no further right to originate instructions or entitlement orders concerning the Collateral or the Collateral Accounts, and the rights of Party B concerning the Collateral and the Collateral Accounts shall be governed by the Custodian Agreement. Any Collateral which has not been released by Party A at or prior to the time of termination shall be transferred to a substitute custodian acceptable to Party A and Party B. This Agreement may also be terminated by Party B by the issuance of Notice of Return of Collateral that results in no Collateral remaining in the Collateral Accounts.