Common use of Custody of Contracts Clause in Contracts

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Code. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Code. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.security

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, ,” the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, ,” the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by in the Servicer, or its custodiancustody of the Servicer (including through any subservicer contemplated under Section 5.05), for the benefit of, and as agent for, the Trust Noteholders, the Equity Certificateholder, the Indenture Trustee and the Trust, as the owner thereof and the Indenture Trusteethereof. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, Servicer (or its custodian, a subservicer contemplated under Section 5.05) as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained established by the Servicer or such subservicer (or in a computer system such that certain instances at offsite storage facilities in the same general geographic area as an office of the Servicer maintains “control” over or subservicer, pursuant to contractual agreement between the Servicer or subservicer and the Person owning or maintaining such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCCoffsite facility). The Servicer may temporarily move individual Contract Files or any portion thereof without notice or other such compliance, as necessary to conduct collection and other servicing activities in accordance with its customary practices and proceduresthe Servicing Standard; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts Trust Assets and the proceeds thereof. It is intended that, that by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trust and the Owner Trustee for the benefit of the Trust shall be deemed to have possession of the Contract Files for purposes of Section 9-313 301 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have and perform the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust Noteholders and the Indenture Trustee, Equity Certificateholder and the Trust; maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, ; and maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files;thereof, (ii) implement policies maintain and procedures in writing comply with Customary Policies and signed by a Servicing Officer Procedures with respect to persons Persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposesFiles; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Noteholder and the Equity Certificateholder and the Trust; and (iv) at all times maintain, or cause indicate in the Servicer’s custodian to maintain, appropriate computer records that the original Contracts as of the fully executed Contract Closing Date (oror Substitution Transfer Date, in as the case of “electronic chattel paper”, may be) have been conveyed to the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC)Trust. (d) In performing its duties under this Section 4.01, the Servicer agrees to act in accordance with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failureapplicable Servicing Standard. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. 5.02. (e) The Servicer agrees to indemnify the Noteholders, Noteholders and the Equity Certificateholder, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Trust for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee any of such parties as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract FilesFiles or any other breach or noncompliance of the Servicer in the performance of its duties and obligations as Servicer hereunder; provided, however, that the Servicer will not be liable to any such party for any portion of any such amount resulting from the gross negligence or negligence, willful misconduct or bad faith of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereundersuch party.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Code. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreementsagreements and retail installment sale contracts. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the [Underlying] Trust as the owner thereof [and the Indenture Trustee]. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the [Underlying] Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the [Indenture Trustee Trustee][Underlying Trustee] shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Code. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the [Underlying] Trust [and the Indenture Trustee], maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner [Underlying Trustee][Owner Trustee and the Indenture Trustee Trustee] annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreementsagreements and retail installment sale contracts. The Servicer shall promptly report to the Owner Trustee Trustee[, the Underlying Trustee] and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the CertificateholderCertificateholder[s], the Owner Trustee Trustee[, the Underlying Trustee] and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the CertificateholderCertificateholder[s], the Owner Trustee Trustee[, the Underlying Trustee] and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the CertificateholderCertificateholder[s], the Owner Trustee Trustee[, the Underlying Trustee] or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Underlying Trust as the owner thereof and the Indenture Trusteethereof. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Underlying Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Underlying Trustee shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Code. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture TrusteeUnderlying Trust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Underlying Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee, the Underlying Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the CertificateholderCertificateholders, the Owner Trustee, the Underlying Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the CertificateholderCertificateholders, the Owner Trustee, the Underlying Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the CertificateholderCertificateholders, the Owner Trustee, the Underlying Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts Contract that represent represents electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Code. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreementsagreements and retail installment sale contracts. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, ,” the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (quoted terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, ,” the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (quoted terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by in the Servicer, or its custodiancustody of the Servicer (including through any subservicer contemplated under Section 5.05), for the benefit of, and as agent for, the Trust Noteholders, the Equity Certificateholder, the Indenture Trustee and the Issuer, as the owner thereof and the Indenture Trusteethereof. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, Servicer (or its custodian, a subservicer contemplated under Section 5.05) as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained established by the Servicer or such subservicer (or in a computer system such that certain instances at offsite storage facilities in the same general geographic area as an office of the Servicer maintains “control” over or subservicer, pursuant to contractual agreement between the Servicer or subservicer and the Person owning or maintaining such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCCoffsite facility). The Servicer may temporarily move individual Contract Files or any portion thereof without notice or other such compliance, as necessary to conduct collection and other servicing activities in accordance with its customary practices and proceduresthe Servicing Standard; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s 's interest in the Contracts Trust Assets and the proceeds thereof. It is intended that, that by the Servicer’s 's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trust and the Owner Trustee for the benefit of the Trust shall be deemed to have possession of the Contract Files for purposes of Section 9-313 305 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have and perform the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust Noteholders and the Indenture Trustee, Equity Certificateholder and the Trust; maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.to

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, ,” the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, ,” the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreementsagreements and retail installment sale contracts. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, ,” the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. [It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated.] (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, ,” the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the State of Nevada as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, ,” the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (quoted terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, ,” the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (quoted terms in quotation marks have the meaning assigned to them in the UCC); and (v) as promptly as practicable after the Closing Date, and in any event within 60 days thereof, deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date it has conducted an inventory of the Contract Files and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by in the Servicer, or its custodian, custody of the Servicer for the benefit of, and as agent for, the Trust Noteholders, the Certificateholders, the Indenture Trustee, and the Owner Trustee as the owner thereof and the Indenture Trusteethereof. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the UCC Filing Locations as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC)notice. The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s 's interest in the Contracts and the proceeds thereof. It is intended that, that by the Servicer’s 's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), ) the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 305 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have and perform the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust Noteholders and the Certificateholders and the Owner Trustee and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof thereof, conduct annual physical inspections of Contract Files held by it under this Agreement and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s 's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee Noteholders and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the CertificateholderCertificateholders, the Owner Trustee and the Indenture Trustee for any Trustee; (iv) at all times maintain the original of each fully executed Contract and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the store such original Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.in a fireproof vault;

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File File, other than "instruments" delivered to the Indenture Trustee pursuant to Section 2.06, shall be held and controlled by in the Servicer, or its custodian, custody of the Servicer for the benefit of, and as agent for, the Trust Noteholders, the Certificateholder, the Indenture Trustee, and the Issuer as the owner thereof and thereof; provided, however, that the Indenture Trusteecontents of each Contract File identified on Schedule 1 hereto shall be held in the custody of the Person(s) as set forth in Schedule 1. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the UCC Filing Locations as shall from time to time be identified to the Trustees by written notice except notice; provided, however, that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall Contract Files identified on Schedule 1 hereto will be maintained by third parties identified on Schedule 1 at the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC)locations listed on Schedule 1. The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; providedPROVIDED, howeverHOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust’s 's interest in the Contracts and the proceeds thereof. It is intended that, that by the Servicer’s 's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), ) the Indenture Trustee Trustees and the Issuer shall be deemed to have possession of the Contract Files for purposes of Section 9-313 305 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have and perform the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust Noteholders and the Certificateholder and the Issuer and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof thereof, conduct annual physical inspections of Contract Files held by it under this Agreement and certify to the Owner Trustee and the Indenture Trustee annually that it, it or its custodian, the Person(s) identified on Schedule 1 continues to maintain possession of such Contract Files; (ii) implement or maintain policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s 's premises or at the locations set forth on Schedule 1 and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; andNoteholders and the Certificateholder, the Issuer and the Indenture Trustee; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, maintain the original of the each fully executed Contract and store such original Contract in a fireproof vault; (orv) indicate in the appropriate computer records that the Contracts as of the Closing Date (or Subsequent Transfer Date, as the case may be) have been transferred to the Trust and that a first priority perfected security interest in such Contracts has been granted to the Indenture Trustee; and (vi) within ninety (90) days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of “electronic chattel paper”Subsequent Contracts, need be only of the “authoritative copy” of Contract Files related to such ContractSubsequent Contracts) in accordance with its customary practices and proceduresthat there exists a Contract File for each Contract and stating all exceptions to such statement, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC)if any. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the purchase price of consumer goods Financed Items owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreementssuch Financed Items. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee Trustee, the Issuer and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee Trustee, the Issuer and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract FilesFiles or any other action or omission of the Servicer in the performance of its duties and obligations as Servicer hereunder; providedPROVIDED, howeverHOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee Trustee, the Issuer or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s 's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by in the Servicer, or its custodian, custody of the Servicer for the benefit of, and as agent for, the Trust Noteholders, the Certificateholders, the Indenture Trustee and the Owner Trustee as the owner thereof and the Indenture Trusteethereof. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the State of Nevada as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC)notice. The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s 's interest in the Contracts and the proceeds thereof. It is intended that, that by the Servicer’s 's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), ) the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 305 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have and perform the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust Noteholders and the Certificateholders and the Owner Trustee and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof thereof, conduct annual physical inspections of Contract Files held by it under this Agreement and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s 's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; andNoteholders and the Certificateholders, the Owner Trustee and the Indenture Trustee; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (orv) stamp each Contract on both the first and the signature page (if different) as of the Closing Date (or Subsequent Transfer Date, as the case may be) in the form attached hereto as Exhibit L; (vi) within 30 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of “electronic chattel paper”Subsequent Contracts, need be only of the “authoritative copy” Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any; and (vii) within 185 days of such Contractthe Closing Date (or Subsequent Transfer Date, as the case may be) in accordance deliver an Officer's Certificate to the Owner Trustee listing each Contract with its customary practices respect to which there did not exist as of 180 days of the Closing Date (or Subsequent Transfer Date, as the case may be) an original title certificate to the motorcycle and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC)certificate of lien recordation relating thereto. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreementsmotorcycle conditional sales contracts. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the CertificateholderCertificateholders, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the CertificateholderCertificateholders, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s 's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by in the Servicer, or its custodian, custody of the Servicer for the benefit of, and as agent for, the Trust Noteholders, the Certificateholder, the Indenture Trustee, and the Issuer as the owner thereof and thereof; provided, however, that the Indenture Trusteecontents of each Contract File identified on Schedule 1 hereto shall be held in the custody of the Person(s) as set forth in Schedule 1. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the UCC Filing Locations as shall from time to time be identified to the Trustees by written notice except notice; provided, however, that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall Contract Files identified on Schedule 1 hereto will be maintained by third parties identified on Schedule 1 at the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC)locations listed on Schedule 1. The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; providedPROVIDED, howeverHOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust’s 's interest in the Contracts and the proceeds thereof. It is intended that, that by the Servicer’s 's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), ) the Indenture Trustee Trustees and the Issuer shall be deemed to have possession of the Contract Files for purposes of Section 9-313 305 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have and perform the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust Noteholders and the Certificateholder and the Issuer and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof thereof, conduct annual physical inspections of Contract Files held by it under this Agreement and certify to the Owner Trustee and the Indenture Trustee annually that it, it or its custodian, the Person(s) identified on Schedule 1 continues to maintain possession of such Contract Files; (ii) implement or maintain policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s 's premises or at the locations set forth on Schedule 1 and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; andNoteholders and the Certificateholder, the Issuer and the Indenture Trustee; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, maintain the original of the each fully executed Contract and store such original Contract in a fireproof vault; (orv) indicate in the appropriate computer records that the Contracts as of the Closing Date (or Subsequent Transfer Date, as the case may be) have been transferred to the Trust and that a security interest in such Contracts has been granted to the Indenture Trustee; and (vi) within ninety (30) days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of “electronic chattel paper”Subsequent Contracts, need be only of the “authoritative copy” of Contract Files related to such ContractSubsequent Contracts) in accordance with its customary practices and proceduresthat there exists a Contract File for each Contract and stating all exceptions to such statement, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC)if any. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the purchase price of consumer goods Financed Items owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreementssuch Financed Items. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee Trustee, the Issuer and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee Trustee, the Issuer and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract FilesFiles or any other action or omission of the Servicer in the performance of its duties and obligations as Servicer hereunder; providedPROVIDED, howeverHOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee Trustee, the Issuer or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s 's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by in the Servicer, or its custodian, custody of the Servicer for the benefit of, and as agent for, the Trust Noteholders, the Certificateholder, the Indenture Trustee, and the Owner Trustee as the owner thereof and the Indenture Trusteethereof. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the UCC Filing Locations as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC)notice. The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s 's interest in the Contracts and the proceeds thereof. It is intended that, that by the Servicer’s 's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), ) the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 305 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have and perform the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust Noteholders and the Certificateholder and the Owner Trustee and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof thereof, conduct annual physical inspections of Contract Files held by it under this Agreement and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, it continues to maintain possession of such Contract Files; (ii) implement or maintain policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s 's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; andNoteholders and the Certificateholder, the Owner Trustee and the Indenture Trustee; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, maintain the original of the each fully executed Contract and store such original Contract in a fireproof vault; (orv) stamp each Contract or Contract File containing the executed original of such Contract, as of the Closing Date (or Subsequent Transfer Date, as the case may be), with a legend in the form attached hereto as Exhibit K; and (vi) within 30 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of “electronic chattel paper”Substitute Contracts, need be only of the “authoritative copy” of Contract Files related to such ContractSubstitute Contracts) in accordance with its customary practices and proceduresthat there exists a Contract File for each Contract and stating all exceptions to such statement, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC)if any. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the purchase price of consumer goods Financed Items owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreementssuch Financed Items. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract FilesFiles or any other action or omission of the Servicer in the performance of its duties and obligations as Servicer hereunder; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s 's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the State of Nevada as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC)notice. The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; providedPROVIDED, howeverHOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust’s 's interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s 's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s 's custodian to hold, the Contract Files on behalf of the Trust and the Indenture TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s 's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and; (iv) at all times maintain, or cause the Servicer’s 's custodian to maintain, the original of the fully executed Contract (or, and store such original Contract in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, a fireproof vault except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures procedures; and (terms v) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in quotation marks have any event within 60 days thereof, deliver an Officer's Certificate to the meaning assigned to them Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the UCC)case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; providedPROVIDED, howeverHOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s 's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by in the Servicer, or its custodian, custody of the Servicer for the benefit of, and as agent for, the Trust Noteholders, the Certificateholder, the Indenture Trustee, and the Owner Trustee as the owner thereof and the Indenture Trusteethereof. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the UCC Filing Locations as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC)notice. The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; providedPROVIDED, howeverHOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust’s 's interest in the Contracts and the proceeds thereof. It is intended that, that by the Servicer’s 's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), ) the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 305 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have and perform the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust Noteholders and the Certificateholder and the Owner Trustee and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof thereof, conduct annual physical inspections of Contract Files held by it under this Agreement and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, it continues to maintain possession of such Contract Files; (ii) implement or maintain policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s 's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; andNoteholders and the Certificateholder, the Owner Trustee and the Indenture Trustee; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, maintain the original of the each fully executed Contract and store such original Contract in a fireproof vault; (orv) stamp each Contract or Contract File containing the executed original of such Contract, as of the Closing Date (or Subsequent Transfer Date, as the case may be), with a legend in the form attached hereto as EXHIBIT K; and (vi) within 30 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of “electronic chattel paper”Substitute Contracts, need be only of the “authoritative copy” of Contract Files related to such ContractSubstitute Contracts) in accordance with its customary practices and proceduresthat there exists a Contract File for each Contract and stating all exceptions to such statement, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC)if any. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the purchase price of consumer goods Financed Items owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreementssuch Financed Items. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract FilesFiles or any other action or omission of the Servicer in the performance of its duties and obligations as Servicer hereunder; providedPROVIDED, howeverHOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s 's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the [Underlying] Trust as the owner thereof [and the Indenture Trustee]. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the [Underlying] Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the [Indenture Trustee Trustee][Underlying Trustee] shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Code. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the [Underlying] Trust [and the Indenture Trustee], maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner [Underlying Trustee][Owner Trustee and the Indenture Trustee Trustee] annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC). (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee Trustee[, the Underlying Trustee] and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the CertificateholderCertificateholder[s], the Owner Trustee Trustee[, the Underlying Trustee] and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the CertificateholderCertificateholder[s], the Owner Trustee Trustee[, the Underlying Trustee] and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the CertificateholderCertificateholder[s], the Owner Trustee Trustee[, the Underlying Trustee] or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by the Servicer, or its custodian, for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, ,” the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (quoted terms in quotation marks have the meaning assigned to them in the UCC). The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, the Contract Files on behalf of the Trust and the Indenture TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract (or, in the case of “electronic chattel paper”, ,” the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (quoted terms in quotation marks have the meaning assigned to them in the UCC); and (v) as promptly as practicable after the Closing Date, and in any event within 60 days thereof, deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date it has conducted an inventory of the Contract Files and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by in the Servicer, or its custodian, custody of the Servicer for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the State of Nevada as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC)notice. The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust and the Indenture TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, maintain the original of the fully executed Contract (or, and store such original Contract in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, a fireproof vault except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures procedures; (terms v) stamp each Contract on both the first and the signature page (if different) as promptly as practicable after the Closing Date, and in quotation marks have the meaning assigned to them any event within 60 days thereof, in the UCC)form attached hereto as Exhibit L; and (vi) as promptly as practicable after the Closing Date, and in any event within 60 days thereof, deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date it has conducted an inventory of the Contract Files and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes note and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by in the Servicer, or its custodian, custody of the Servicer for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trusteethereof. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the State of Nevada as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC)notice. The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; providedPROVIDED, howeverHOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust’s 's interest in the Contracts and the proceeds thereof. It is intended that, that by the Servicer’s 's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), ) the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust and the Indenture TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s 's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (orv) stamp each Contract on both the first and the signature page (if different) as of the Closing Date (or Subsequent Transfer Date, as the case may be) in the form attached hereto as EXHIBIT L; and (vi) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in any event within 60 days thereof, deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of “electronic chattel paper”Subsequent Contracts, need be only of the “authoritative copy” of Contract Files related to such ContractSubsequent Contracts) in accordance with its customary practices and proceduresthat there exists a Contract File for each Contract and stating all exceptions to such statement, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures (terms in quotation marks have the meaning assigned to them in the UCC)if any. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes note and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; providedPROVIDED, howeverHOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s 's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.01, the contents of each Contract File shall be held and controlled by in the Servicer, or its custodian, custody of the Servicer for the benefit of, and as agent for, the Trust as the owner thereof and the Indenture Trustee. (b) The Servicer agrees to maintain the related Contract Files at its offices, or the offices of one of its custodians, where they are currently maintained, or at such other offices of the Servicer, or its custodian, Servicer in the State of Nevada as shall from time to time be identified to the Trustees by written notice except that in the case of any Contracts constituting “electronic chattel paper”, the “authoritative copy” thereof shall be maintained by the Servicer in a computer system such that the Servicer maintains “control” over such “authoritative copy” (terms in quotation marks have the meaning assigned to them in the UCC)notice. The Servicer may temporarily move individual Contract Files or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s 's interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s 's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Indenture Trustee Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the state State in which the Contract Files are located and control of the Contracts that represent electronic chattel paper for purposes of Section 9-105 of the Uniform Commercial Codelocated. (c) As custodian, the Servicer shall have the following powers and perform the following duties: (i) hold, or cause the Servicer’s custodian to hold, hold the Contract Files on behalf of the Trust and the Indenture TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer with respect to persons authorized to have access to the Contract Files on the Servicer’s 's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust; and; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, maintain the original of the fully executed Contract (or, and store such original Contract in the case of “electronic chattel paper”, the “authoritative copy” of such Contract) in accordance with its customary practices and procedures, a fireproof vault except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures procedures; (terms v) stamp each Contract on both the first and the signature page (if different) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in quotation marks have the meaning assigned to them any event within 60 days thereof, in the UCCform attached hereto as Exhibit L; and (vi) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in any event within 60 days thereof, deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) In performing its duties under this Section 4.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the financing of the installment purchase price of consumer goods owned and/or serviced by it, and in any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes note and security agreements. The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it, or its custodian, it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, the Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s 's performance as custodian hereunder.