Common use of Safekeeping Clause in Contracts

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee any material failure on its part, or its Affiliate’s part, to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files for the benefit on behalf of the Issuing Entity and the Indenture Trustee clearly identified on its records as being separate from all other instruments and files maintained by the Custodian at the same location and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall will enable the Issuing Entity Indenture Trustee to comply with this the terms and conditions of the Sale and Servicing Agreement. In performing Each Receivable shall be identified on the books and records of the Custodian in a manner that (i) is consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar receivables, (ii) indicates that such Receivables are held by the Custodian on behalf of the Indenture Trustee and (iii) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Custodian Agreement. The Custodian shall carry out such policies and procedures in accordance with its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises customary actions for third parties with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties handling and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits custody of the Receivable Files so that the integrity and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy physical possession of the Servicer’s record keepingReceivable Files will be maintained. The Servicer Custodian shall promptly report to the Issuing Entity Indenture Trustee and the Indenture Trustee Servicer any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by Upon reasonable request of the Issuing EntityIndenture Trustee, the Trustee Custodian shall make copies or other electronic file records (e.g. diskettes, CD’s, etc.) (the “Copies”) of the Receivable Files and shall deliver such Copies to the Indenture Trustee and the Indenture Trustee shall hold such Copies on behalf of the Noteholders. The initial Servicer shall pay for all costs and expenses relating to the Copies. Subject to Section 3(c) hereof, the Custodian shall, or shall cause any Custodial Agent to, at all times (i) maintain the original of the fully executed original retail installment sales contract or promissory note and (ii) maintain the original of the Lien Certificate or application therefore (if no such Lien Certificate has yet been issued), in each case relating to each Receivable Filesin a fire resistant vault; provided, however, the Lien Certificate may be maintained electronically by the Registrar of Titles of the applicable state pursuant to applicable state laws, with confirmation thereof maintained by the Custodian or a third party service provider.

Safekeeping. The Servicer (Servicer, in its capacity as custodian, shall hold, or its Affiliatesmaintain, but only in accordance with the second following sentence) shall hold as applicable, the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust to comply with the terms and provisions of this Agreement, the Indenture Trustee to comply with the terms and conditions of the Indenture and the Asset Representations Reviewer to comply with the terms and conditions of the Asset Representations Review Agreement. In performing its duties as custodian, the Servicer shall act in accordance with reasonable careits customary servicing practices, using that the degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust to comply with the terms and provisions of this Agreement, the Indenture Trustee to comply with the terms and conditions of the Indenture and the Asset Representations Reviewer to comply with the terms and conditions of the Asset Representations Review Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files as custodian for the benefit of the Issuing Entity Issuer and the Indenture Trustee Trustee, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment automotive and motorcycle receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties others and the Servicer shall remain obligated acknowledges that for purposes of Section 9-313(c) of the UCC that it is retaining possession of and liable to acting as custodian for the Issuing Entity, Receivable Files for the Depositor and benefit of the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesTrustee. The Servicer shall conduct, or cause to be conducted, periodic audits reviews of the Receivable Files held by it under this Agreement in a manner consistent with its reviews of other receivables serviced for its own account and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such material failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee Issuer or the Indenture Trustee of the Receivables or the Receivable Files.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files for the benefit on behalf of the Issuing Entity Trust Collateral Agent clearly identified as being separate from all other files or records maintained by the Custodian at the same location and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall will enable the Issuing Entity Trust Collateral Agent to comply with this the terms and conditions of the Sale and Servicing Agreement. In performing its duties Each Receivable representing tangible chattel paper (as custodian, such term is defined in the Servicer UCC) shall act be stamped on both of the first page and the signature page (if different) to indicate the assignment and/or pledge of each such Receivable. Each Receivable shall be identified on the books and records of the Custodian in a manner that (i) is consistent with reasonable care, using that degree the practices of skill and attention that a commercial bank acting in the Servicer exercises capacity of custodian with respect to the receivable files relating to all comparable equipment receivables similar receivables, (ii) indicates that the Servicer services for its Affiliates or othersReceivables are held by the Custodian on behalf of the Trust Collateral Agent and (iii) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Custodian Agreement. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Custodian Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Trust Collateral Agent and the Indenture Trustee Custodian to verify the accuracy of the ServicerCustodian’s record keepinginventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons including, without limitation, independent accountants, as the Trust Collateral Agent may request and the cost of such inspections shall be borne directly by the Custodian and not by the Trust Collateral Agent. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Trustee Trust Collateral Agent any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityUpon request, the Trustee Custodian shall make copies or other electronic file records (e.g. diskettes, CD’s, etc.) (the Indenture Trustee “Copies”) of the Receivable FilesFiles and shall deliver such Copies to the Trust Collateral Agent and the Trust Collateral Agent shall hold such Copies on behalf of the Noteholders. Subject to Section 3(d) hereof, the Custodian shall at all times (i) maintain the original or with respect to “electronic chattel paper” as such term is defined in the UCC, an authoritative copy of the fully executed original retail installment sales contract or promissory note and (ii) maintain the original of the Lien Certificate or application therefore (if no such Lien Certificate has yet been issued), in each case relating to each Receivable in a fireproof vault; provided, however, the Lien Certificate may be maintained electronically by the Registrar of Titles of the applicable state pursuant to applicable state laws, with confirmation thereof maintained by the Custodian or a third party service provider.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records records, and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust to comply with the terms and provisions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment motor vehicle receivables that the Servicer services for its Affiliates itself or others. The Servicer, in In accordance with its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practices and procedures with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, in such a manner as shall enable the Issuing Entity Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping's recordkeeping. The Servicer shall promptly report to the Issuing Entity Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee of the Receivable FilesFiles and none of the Trust, the Owner Trustee and the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and conditions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment automotive receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to identify all Receivables Files and such related accounts, records and computer systems and verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust to comply with the terms and provisions of this AgreementAgreement and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment receivables motor vehicle installment sales contracts and installment loans that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it, which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping as it relates to the Receivables. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Issuer or the Trustees, and neither the Issuer nor the Trustees shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer, the Backup Servicer and the Trust to comply with the terms and provisions of this AgreementAgreement and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Backup Servicer, the Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Backup Servicer, the Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityBackup Servicer, the Trust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of the Backup Servicer, the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files as agent on behalf of Trustee for the benefit of the Issuing Entity all present and the Indenture Trustee future Holders, and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Trustee to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by the Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify verify, if Trustee so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. The Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by Trustee to verify the Issuing Entity, the Trustee or the Indenture Trustee accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable trucking and transportation equipment receivables installment sales contracts and loans that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it, which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping as it relates to the Receivables. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Issuer or the Trustees, and neither the Issuer nor the Trustees shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Issuer to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity or the Indenture Owner Trustee to verify verify, if Owner Trustee so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records records, and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust to comply with the terms and provisions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment motor vehicle receivables that the Servicer services for its Affiliates itself or others. The Servicer, in In accordance with its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practices and procedures with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, in such a manner as shall enable the Issuing Entity Trust or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee of the Receivable FilesFiles and none of the Trust, the Owner Trustee and the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the each Receivable Files File as Custodian for the benefit of and as bailee of the Issuing Entity Issuer and the Indenture Trustee Trustee, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodianCustodian, the Servicer shall act with reasonable care, using that degree of skill and attention that in accordance with the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesServicing Standard. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it as Custodian under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping, and the Issuer and the Indenture Trustee shall not be obligated to exercise any such rights, and shall have no liability for failing to exercise any such rights, to so verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Trustee or the Indenture Trustee or any Backup Servicer of the Receivable Files.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files for the benefit on behalf of the Issuing Entity Trust Collateral Agent clearly identified as being separate from all other files or records maintained by the Custodian at the same location and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall will enable the Issuing Entity Trust Collateral Agent to comply with this the terms and conditions of the Sale and Servicing Agreement. In performing its duties Each Receivable representing tangible chattel paper (as custodian, such term is defined in the Servicer UCC) shall act be stamped on both of the first page and the signature page (if different) to indicate the assignment and/or pledge of each such Receivable. Each Receivable shall be identified on the books and records of the Custodian in a manner that (i) is consistent with reasonable care, using that degree the practices of skill and attention that a commercial bank acting in the Servicer exercises capacity of custodian with respect to the receivable files relating to all comparable equipment receivables similar receivables, (ii) indicates that the Servicer services for its Affiliates or othersReceivables are held by the Custodian on behalf of the Trust Collateral Agent and (iii) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Custodian Agreement. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Custodian Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Trust Collateral Agent and the Indenture Trustee Custodian to verify the accuracy of the ServicerCustodian’s record keepinginventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons including, without limitation, independent accountants, as the Trust Collateral Agent may request and the cost of such inspections shall be borne directly by the Custodian and not by the Trust Collateral Agent. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Trustee Trust Collateral Agent any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityUpon request, the Trustee Custodian shall make copies or other electronic file records (e.g. diskettes, CD’s, etc.) (the Indenture Trustee “Copies”) of the Receivable FilesFiles and shall deliver such Copies to the Trust Collateral Agent and the Trust Collateral Agent shall hold such Copies on behalf of the Noteholders. Subject to Section 3(d) hereof, the Custodian shall at all times (i) maintain the original or with respect to “electronic chattel paper” as such term is defined in the UCC, and authoritative copy of the fully executed original retail installment sales contract or promissory note and (ii) maintain the original of the Lien Certificate or application therefore (if no such Lien Certificate has yet been issued), in each case relating to each Receivable in a fireproof vault; provided, however, the Lien Certificate may be maintained electronically by the Registrar of Titles of the applicable state pursuant to applicable state laws, with confirmation thereof maintained by the Custodian or a third party service provider.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files for the benefit on behalf of the Issuing Entity Trust Collateral Agent clearly identified as being separate from all other files or records maintained by the Custodian at the same location and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall will enable the Issuing Entity Trust Collateral Agent to comply with this the terms and conditions of the Sale and Servicing Agreement. In performing its duties Each Receivable representing tangible chattel paper (as custodiansuch term is defined in the Uniform Commercial Code) shall be stamped on both of the first page and the signature page (if different) in accordance with the instructions from time to time provided by the Insurer, and the Servicer form and content of the stamp shall act be acceptable to the Insurer. Each Receivable shall be identified on the books and records of the Custodian in a manner that (i) is consistent with reasonable care, using that degree the practices of skill and attention that a commercial bank acting in the Servicer exercises capacity of custodian with respect to the receivable files relating to all comparable equipment receivables similar receivables, (ii) indicates that the Servicer services for its Affiliates or othersReceivables are held by the Custodian on behalf of the Trust Collateral Agent and (iii) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Custodian Agreement. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Custodian Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Trust Collateral Agent, the Indenture Trustee Insurer and the Custodian to verify the accuracy of the ServicerCustodian’s record keepinginventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons including, without limitation, independent accountants, as the Insurer or the Trust Collateral Agent may request and the cost of such inspections shall be borne directly by the Custodian and not by the Trust Collateral Agent. The Servicer Custodian shall promptly report to the Issuing Entity Insurer and the Indenture Trustee Trust Collateral Agent any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityUpon request, the Trustee Custodian shall make copies or other electronic file records (e.g., diskettes, CD’s, etc.) (the Indenture Trustee “Copies”) of the Receivable FilesFiles and shall deliver such Copies to the Trust Collateral Agent and the Trust Collateral Agent shall hold such Copies on behalf of the Noteholders and the Insurer. Subject to Section 3(c) hereof, the Custodian shall at all times (i) maintain the original or with respect to “electronic chattel paper” as such term is defined in the UCC, an authoritative copy of the fully executed original retail installment sales contract or promissory note and (ii) maintain the original of the Lien Certificate or application therefore (if no such Lien Certificate has yet been issued), in each case relating to each Receivable in a fireproof vault; provided, however, the Lien Certificate may be maintained electronically by the Registrar of Titles of the applicable state pursuant to applicable state laws, with confirmation thereof maintained by the Custodian or a third-party service provider.

Safekeeping. The Servicer (or its Affiliates, but only Keep safely in accordance with a separate account the second following sentence) shall hold the Receivable Files for the benefit securities and other assets of each Portfolio of the Issuing Entity and the Indenture Trustee and maintain such accurate and complete accountsFund, records and computer systems pertaining including, without limitation, all securities in bearer form, other than securities which are maintained pursuant to each Receivable File paragraph 4B in a Securities System (as shall enable the Issuing Entity to comply with this Agreement. In performing its duties as custodiandefined in paragraph 4B) and, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate on behalf of the Servicer; providedPortfolio, that no receive delivery of certificates, including without limitation all securities in bearer form, for safekeeping and keep such delegation certificates physically segregated at all times from those of any other person. Provident shall relieve the Servicer maintain records of its responsibility all receipts, deliveries and locations of such securities, together with respect a current inventory thereof, and shall conduct periodic physical inspections of certificates representing bonds and other securities held by it under this Agreement at least annually in such manner as Provident shall determine from time to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause time to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, advisable in such a manner as shall enable the Issuing Entity or the Indenture Trustee order to verify the accuracy of such inventory. Provident shall provide the Servicer’s record keepingFund with copies of any reports of its internal count or other verification of the securities of the Portfolio held in its custody, including reports on its own system of internal accounting control. The Servicer In addition, if and when independent certified public accountants retained by Provident shall count or otherwise verify the securities of the Portfolio held in Provident's custody, Provident shall provide the Fund with a copy of the report of such accountants. With respect to securities held by any agent or Subcustodian appointed pursuant to paragraph 7C hereof, Provident may rely upon certificates from such agent or Subcustodian as to the holdings of such agent or Subcustodian, it being understood that such reliance in no way releases Provident of its responsibilities or liabilities under this Agreement. Provident shall promptly report to the Issuing Entity Fund the results of such inspections, indicating any shortages or discrepancies uncovered thereby, and the Indenture Trustee any material failure on its part, or its Affiliate’s part, to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review shortages or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Filesdiscrepancies.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment receivables motor vehicle installment sales contracts and installment loans that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Issuer or the Trustees, and none of the Issuer or either Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing EntityIssuer, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust to comply with the terms and provisions of this AgreementAgreement and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Trust or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the applicable Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Trust and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable in accordance with the Issuing Entity to comply with terms of this Agreement. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans which are held by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer its custody files, Custodian shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of maintain the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Trust, the Indenture Insurer, the Trust Collateral Agent and the Trustee to verify verify, if the Trust, the Insurer, the Trust Collateral Agent or Trustee so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity Trust and the Indenture Trustee Insurer any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables, except as it may report to the Trust in writing. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or Trustee to verify the Indenture Trustee accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records records, and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and conditions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment automotive receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to identify all Receivables Files and such related accounts, records and computer systems and verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust to comply with the terms and provisions of this Agreement, the Indenture Trustee to comply with the terms and conditions of the Indenture and the Asset Representations Reviewer to comply with the terms and conditions of the Asset Representations Review Agreement. In performing its duties as custodian, the Servicer shall act in accordance with reasonable careits customary services practices, using that the degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment receivables motor vehicle installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Issuer or the Trustees, and none of the Issuer or either Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files for the benefit on behalf of the Issuing Entity and the Indenture Trustee clearly identified on its records as being separate from all other instruments and files maintained by the Custodian at the same location and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall will enable the Issuing Entity Indenture Trustee to comply with this the terms and conditions of the Sale and Servicing Agreement. In performing Each Receivable shall be identified on the books and records of the Custodian in a manner that (i) is consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar receivables, (ii) indicates that such Receivables are held by the Custodian on behalf of the Indenture Trustee and (iii) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Custodian Agreement. The Custodian shall carry out such policies and procedures in accordance with its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises customary actions for third parties with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties handling and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits custody of the Receivable Files so that the integrity and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy physical possession of the Servicer’s record keepingReceivable Files will be maintained. The Servicer Custodian shall promptly report to the Issuing Entity Indenture Trustee and the Indenture Trustee Servicer any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by Upon reasonable request of the Issuing EntityIndenture Trustee, the Trustee Custodian shall make copies or other electronic file records (e.g. diskettes, CD’s, etc.) (the “Copies”) of the Receivable Files and shall deliver such Copies to the Indenture Trustee and the Indenture Trustee shall hold such Copies on behalf of the Noteholders. The initial Servicer shall pay for all costs and expenses relating to the Copies. Subject to Section 3(c) hereof, the Custodian shall, or shall cause any sub-custodian to, at all times (i) maintain the original of the fully executed original retail installment sales contract or promissory note and (ii) maintain the original of the Lien Certificate or application therefore (if no such Lien Certificate has yet been issued), in each case relating to each Receivable Filesin a fire resistant vault; provided, however, the Lien Certificate may be maintained electronically by the Registrar of Titles of the applicable state pursuant to applicable state laws, with confirmation thereof maintained by the Custodian or a third party service provider.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Contract Files for the benefit on behalf of the Issuing Entity and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Contract File as shall enable the Issuing Entity to will comply with this the terms and conditions of the Agreement. In performing its duties The Custodian shall at all times maintain the original of each fully executed Contract and store such original Contract in a fireproof vault. Within 60 days of the Closing Date (or Subsequent Transfer Date, as custodianthe case may be), the Servicer Custodian shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect deliver an Officer's Certificate to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor 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 Substitute Contracts, need be only of the Contract Files related to such Substitute Contracts) and that there exists a Contract File for its duties hereunder as each Contract and stating all exceptions to such statement, if the Servicer alone were performing such dutiesany. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits (at least annually) physical inspections of the Receivable Contract Files held by it under this Custodian Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Trust Depositor and the Indenture Trustee to verify the accuracy of the Servicer’s Custodian's inventory and record keeping. The Servicer Custodian shall promptly report to the Issuing Entity Trust Depositor, the Issuer, and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Contract Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment receivables motor vehicle installment sales contracts and installment loans that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it, which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping as it relates to the Receivables. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Issuer or the Trustees, and neither Issuer nor the Trustees shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the applicable Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable in accordance with the Issuing Entity to comply with terms of this Agreement. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans which are held by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer its custody files, Custodian shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of maintain the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Issuer, the Indenture Insurer, the Trust Collateral Agent and the Trustee to verify verify, if the Issuer, the Insurer, the Trust Collateral Agent or Trustee so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Trustee Issuer any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables, except as it may report to the Issuer in writing. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or Trustee to verify the Indenture Trustee accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee any material failure on its part, or its Affiliate’s part, to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer[, the Backup Servicer] and the Trust to comply with the terms and provisions of this Agreement, the Indenture Trustee to comply with the terms and conditions of the Indenture and the Asset Representations Reviewer to comply with the terms and conditions of the Asset Representations Review Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable [the Issuing Entity Backup Servicer,] the Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to [the Issuing Entity Backup Servicer,] the Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by [the Issuing EntityBackup Servicer,] the Trust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of [the Backup Servicer,] the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold or maintain, as applicable, the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer[, the Backup Servicer] and the Trust to comply with the terms and provisions of this Agreement, the Indenture Trustee to comply with the terms and conditions of the Indenture and the Asset Representations Reviewer to comply with the terms and conditions of the Asset Representations Review Agreement. In performing its duties as custodian, the Servicer shall act in accordance with reasonable careits customary servicing practices, using that the degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable [the Issuing Entity Backup Servicer,] the Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to [the Issuing Entity Backup Servicer,] the Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by [the Issuing EntityBackup Servicer,] the Trust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of [the Backup Servicer,] the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold each Receivable File as Custodian for the Receivable Files benefit of and as bailee of the Issuer and the Indenture Trustee (for the benefit of the Issuing Entity Noteholders), and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodianCustodian, the Servicer shall act with reasonable care, using that degree of skill care and attention that in accordance with the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesServicing Standard. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it as Custodian under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping, and the Issuer and the Indenture Trustee shall not be obligated to exercise any such rights, and shall have no liability for failing to exercise any such rights, to so verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Trustee or the Indenture Trustee or any Backup Servicer of the Receivable Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment receivables motor vehicle installment sales contracts and installment loans that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it, which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping as it relates to the Receivables. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Issuer or the Trustees, and neither the Issuer nor the Trustees shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold each Receivable File as Custodian for the Receivable Files benefit of and as bailee of the Issuer and the Indenture Trustee (for the benefit of the Issuing Entity Noteholders), and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodianCustodian, the Servicer shall act with reasonable care, using that degree of skill and attention that in accordance with the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesServicing Standard. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it as Custodian under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping, and the Issuer and the Indenture Trustee shall not be obligated to exercise any such rights, and shall have no liability for failing to exercise any such rights, to so verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Trustee or the Indenture Trustee or any Backup Servicer of the Receivable Files.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and conditions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment automotive receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to identify all Receivables Files and such related accounts, records and computer systems and verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall the Transferred BGS Bondable Transition Property and the BGS Bondable Transition Property Documentation in accordance with its standard accounting procedures and in sufficient detail to permit reconciliation between payments or recoveries on (or with respect to) the BGS Transition Bond Charge and the TBC Collections from time to time remitted to the Trustee pursuant to Section 3.03 and to enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties Agreement and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesIndenture. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files BGS Bondable Transition Property Documentation held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Issuer and the Indenture Trustee Trustee, as pledgee of the Issuer, to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Issuer, the BPU and to the Indenture Trustee any material failure on its part, or its Affiliate’s part, the Servicer's part to hold the Receivable Files BGS Bondable Transition Property Documentation and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee Issuer or the Indenture Trustee of the Receivable FilesBGS Bondable Transition Property Documentation. The Servicer's duties to hold the BGS Bondable Transition Property Documentation on behalf of the Issuer set forth in this Section 3.09, to the extent such BGS Bondable Transition Property Documentation has not been previously transferred to a successor Servicer, shall terminate three years after the earlier of the date on which (i) the Servicer is succeeded by a successor Servicer pursuant to the provisions of this Agreement or (ii) no BGS Transition Bonds of any Series are outstanding.

Safekeeping. The Servicer Master Servicer, as custodian, shall (or its Affiliates, but only in accordance with shall cause the second following sentenceapplicable Subservicers to) shall hold the Receivable Financed Student Loan Files for the benefit of the Issuing Entity Noteholders, the Issuer, the Eligible Lender Trustee and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Financed Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Master Servicer shall (or shall cause the applicable Subservicers to) act with reasonable care, using that degree of skill and attention that the Master Servicer (or such Subservicer) exercises with respect to the receivable student loan files relating to all other comparable equipment receivables student loans held in securitization trusts that the Master Servicer (or such Subservicer) services for its Affiliates or othersbut in any event, in accordance with customary and usual standards of practice of prudent loan servicers administering similar loans and shall ensure that it complies fully and completely with all applicable Federal and State laws, including the Higher Education Act, with respect thereto. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Master Servicer shall remain obligated and liable to (or shall cause the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall applicable Subservicers to) conduct, or cause to be conducted, periodic audits of the Receivable Financed Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s (or such Subservicer’s) record keeping. The Master Servicer shall (or shall cause the applicable Subservicers to) promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, part (or its Affiliate’s part, on the part of a Subservicer) to hold the Receivable Financed Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. The Master Servicer shall (or shall cause each Subservicer to) deliver the Trust Receipts to the Issuer and the Indenture Trustee on the Closing Date. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Financed Student Loan Files.

Safekeeping. The Servicer Master Servicer, as custodian, shall (or its Affiliates, but only in accordance with shall cause the second following sentenceapplicable Sub-Servicers to) shall hold the Receivable Financed Student Loan Files for the benefit of the Issuing Entity Noteholders, the Issuer, the Eligible Lender Trustee and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Financed Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. The Master Servicer and the Issuer shall cause the Financed Student Loans to be characterized, including for purposes of charge-offs and valuation, and to be executed, collected and otherwise maintained with reasonable care, using that degree of skill and attention that the Master Servicer exercises with respect to comparable student loans held in securitization trusts that the Master Servicer services but in any event, in accordance with customary and usual standards of practice of prudent loan servicers administering similar loans. In performing its duties as custodian, custodian the Master Servicer shall (or shall cause the applicable Sub-Servicers to) act with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to the receivable student loan files relating to all other comparable equipment receivables student loans held in securitization trusts that the Master Servicer (or such Sub-Servicer) services for its Affiliates or othersbut in any event, in accordance with customary and usual standards of practice of prudent loan servicers administering similar loans and shall ensure that it complies fully and completely with all applicable Federal and State laws, including the Higher Education Act, with respect thereto. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Master Servicer shall remain obligated and liable to (or shall cause the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall applicable Sub-Servicers to) conduct, or cause to be conducted, periodic audits of the Receivable Financed Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s (or such Sub-Servicer’s) record keeping. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, part (or its Affiliate’s part, on the part of a Sub-Servicer) to hold the Receivable Financed Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. The Master Servicer shall (or shall cause each Sub-Servicer to) deliver the Trust Receipts to the Issuer and the Indenture Trustee on the Closing Date. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Financed Student Loan Files.

Safekeeping. The Servicer (or Master Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Master Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Master Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment receivables motor vehicle installment sale contracts and installment loans that the Master Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Master Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s record keeping. The Master Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Issuer or the Trustees, and none of the Issuer or either Trustee shall be liable or responsible for any action or failure to act by the Master Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer With respect to the documents constituting each Receivable File, the Collateral Custodian shall (or its Affiliatesi) act exclusively as the custodian for, but and the agent and bailee (as such term is used in Section 9-313 of the UCC) of, the Secured Parties, (ii) hold all documents constituting such Receivable Files received by it for the exclusive use and benefit of the Secured Parties and (iii) make disposition thereof only in accordance with the second following sentence) terms of this Agreement or with written instructions furnished by the Administrative Agent. The Collateral Custodian shall hold the Receivable Files for the benefit of the Issuing Entity and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Borrower to comply with this Agreement. In performing its duties as custodian, the Servicer Collateral Custodian shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment receivables motor vehicle installment sale contracts and installment loans that the Servicer services Collateral Custodian holds for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation Collateral Custodian shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits maintain continuous custody of the Receivable Files and such other documents received by it in secure, fire resistant facilities. Each Receivable shall be identified on the related accounts, books and records and computer systems, of the Collateral Custodian in such a manner as shall enable that (i) indicates that the Issuing Entity or Receivable is held by the Indenture Trustee to verify the accuracy Collateral Custodian on behalf of the Servicer’s record keepingSecured Parties, and (ii) is otherwise necessary, as reasonably determined by the Collateral Custodian to comply with the terms of this Agreement. The Servicer Collateral Custodian shall promptly report to the Issuing Entity and the Indenture Trustee Administrative Agent any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Secured Parties, and none of the Secured Parties shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or the related Receivables Servicer on its Affiliates, but only in accordance with the second following sentencebehalf) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and conditions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer (or the related Receivables Servicer) exercises with respect to the receivable files relating to all comparable equipment automotive receivables that the Servicer (or such Receivables Servicer) services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to identify all Receivables Files and such related accounts, records and computer systems and verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee in writing any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit Intangible Transition Property Records on behalf of the Issuing Entity Grantee, the Note Issuer and the Indenture Trustee Trustee, and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File the Intangible Transition Property Records as shall enable the Issuing Entity Grantee to comply with this Agreement and the Sale Agreement, and as shall enable the Note Issuer to comply with the Sale Agreement and the Indenture. Except with respect to the commingling of IFC Collections expressly permitted hereunder, the Servicer shall keep all of the Intangible Transition Property separate and apart from its other assets, and shall maintain records with respect to the Intangible Transition Property (including all IFC Collections) in a manner that facilitates the identification and segregation of such assets from those of the Servicer. The Servicer shall, in accordance with the remittance procedures described in Annex I hereto, maintain records sufficient to permit the IFC Collections to be accounted for separately from the funds with which they may be commingled, so that the dollar amounts of IFC Collections commingled with the Servicer's funds may be properly identified and traced. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill care and attention diligence that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables assets that the Servicer services for its Affiliates or itself or, if applicable, for others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity and Grantee, the Note Issuer, the Indenture Trustee and the Rating Agencies any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files Intangible Transition Property Records and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityGrantee, the Trustee Note Issuer or the Indenture Trustee of the Receivable FilesIntangible Transition Property Records. The Servicer's duties to hold the Intangible Transition Property Records on behalf of the Grantee, the Note Issuer and the Indenture Trustee set forth in this Section 5.02, to the extent such Intangible Transition Property Records have not been previously transferred to a successor Servicer pursuant to Article VII, shall terminate three years after the earlier of the date on which (i) the Servicer is succeeded by a successor Servicer in accordance with Article VII hereof and (ii) no Notes of any Series are Outstanding.

Safekeeping. The Servicer (or the related Receivables Servicer on its Affiliates, but only in accordance with the second following sentencebehalf) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and conditions of this AgreementAgreement and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer (or the related Receivables Servicer) exercises with respect to the receivable files relating to all comparable equipment automotive receivables that the Servicer (or such Receivables Servicer) services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to identify all Receivables Files and such related accounts, records and computer systems and verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee in writing any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Issuer to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle contracts owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity or the Indenture Trustee and Owner Trustee to verify verify, if either of them so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report in writing to the Issuing Entity and the Indenture Trustee and Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer Master Servicer, as custodian, shall (or its Affiliates, but only in accordance with shall cause the second following sentenceapplicable Sub-Servicers to) shall hold the Receivable Financed Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Financed Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Master Servicer shall (or shall cause the applicable Sub-Servicers to) act with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Master Servicer (or such Sub-Servicer) services for its Affiliates or othersand shall ensure that it complies fully and completely with all applicable Federal and State laws, including the Higher Education Act, with respect thereto. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Master Servicer shall remain obligated and liable to (or shall cause the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall applicable Sub-Servicers to) conduct, or cause to be conducted, periodic audits of the Receivable Financed Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s 's (or such Sub-Servicer's) record keeping. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, part (or its Affiliate’s part, on the part of a Sub-Servicer) to hold the Receivable Financed Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. The Master Servicer shall (or shall cause each Sub-Servicer) to deliver the Trust Receipts to the Issuer, the Indenture Trustee, the Securities Insurer and the Swap Counterparty on the Closing Date. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Financed Student Loan Files.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the applicable Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Trust and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable in accordance with the Issuing Entity to comply with terms of this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans which are held by Servicer on its own behalf and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the its custody files, Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of maintain the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Trust, the Indenture Insurer, the Trust Collateral Agent and the Trustee to verify verify, if the Trust, the Insurer, the Trust Collateral Agent or Trustee so elects, the accuracy of the record keeping of Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Trust and the Indenture Trustee Insurer any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Servicer hereby acknowledges that Servicer or an agent of the Servicer has possession of the Receivable File for each Receivable listed on the Schedule of Receivables, except as it may report to the Trust in writing. Nothing herein shall be deemed to require an initial review Trust, Owner Trustee or any periodic review Trustee to verify the accuracy of the record keeping of the Servicer. Each assessment of compliance provided by the Issuing Entity, Servicer pursuant to Section 4.10(a)(i) shall address the Trustee or the Indenture Trustee Servicer’s custodial duties applicable to it identified in Item 1122(d) of the Receivable FilesRegulation AB (§ 229.1122(d)).

Safekeeping. The Servicer (or Master Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Master Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Master Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment receivables motor vehicle installment sale contracts that the Master Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Master Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s 's record keeping. The Master Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Issuer or the Trustees, and none of the Issuer or either Trustee shall be liable or responsible for any action or failure to act by the Master Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records records, and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and provisions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment Vehicle receivables that the Servicer services for its Affiliates itself or others. The Servicer, in In accordance with its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practices and procedures with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the recordkeeping of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable FilesFiles and none of the Issuer, the Owner Trustee and the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Master Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Master Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Master Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment receivables motor vehicle installment sale contracts and installment loans that the Master Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Master Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s 's record keeping. The Master Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Issuer or the Trustees, and none of the Issuer or either Trustee shall be liable or responsible for any action or failure to act by the Master Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable trucking and transportation equipment receivables installment sales contracts and loans that the Servicer it services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it, which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingkeeping as it relates to the Receivables. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by the Issuer or the Trustees, and neither the Issuer nor the Trustees shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records records, and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and provisions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment motor vehicle receivables that the Servicer services for its Affiliates itself or others. The Servicer, in In accordance with its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practices and procedures with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping's recordkeeping. The Servicer shall promptly report to the Issuing Entity Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable FilesFiles and none of the Issuer, the Owner Trustee and the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer Master Servicer, as custodian, shall (or its Affiliates, but only in accordance with shall cause the second following sentenceapplicable Sub-Servicers or the Custodian to) shall hold the Receivable Financed Student Loan Files for the benefit of the Issuing Entity Noteholders, the Issuer, the Securities Insurer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Financed Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Master Servicer shall (or shall cause the applicable Sub-Servicers or the Custodian to) act with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer or the Custodian) exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Master Servicer (or such Sub-Servicer or the Custodian) services for its Affiliates or othersand shall ensure that it complies fully and completely with all applicable Federal and State laws, including the Higher Education Act, with respect thereto. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Master Servicer shall remain obligated and liable to (or shall cause the Issuing Entity, applicable Sub-Servicers or the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall Custodian to) conduct, or cause to be conducted, periodic audits of the Receivable Financed Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s (or such Sub-Servicer’s or the Custodian’s) record keeping. The Master Servicer shall (or shall cause the applicable Sub-Servicers or the Custodian to) promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, part (or its Affiliate’s part, on the part of a Sub-Servicer or the Custodian) to hold the Receivable Financed Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. The Master Servicer shall (or shall cause each Sub-Servicer or the Custodian) to deliver the Trust Receipts to the Issuer, the Indenture Trustee, the Securities Insurer and the Swap Counterparty on the Closing Date. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Financed Student Loan Files.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records records, and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and conditions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, custodian the Servicer shall act with reasonable reason able care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment automotive receivables that the Servicer services for its Affiliates itself or others. The ServicerIn accordance with its customary standards, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility policies and procedures with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (Servicer, in its capacity as custodian, shall hold, or its Affiliatesshall cause Xxxxxxx or another third-party custodian reasonably acceptable to the Sellers to hold, but only in accordance with the second following sentence) shall hold the Receivable Files on behalf of the Issuer for the use and benefit of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File the Receivables as shall enable the Issuing Entity Trustees to comply with their obligations pursuant to this Agreement and the other Basic Documents. As custodian, the Servicer shall have and perform the following powers and duties or shall cause Xxxxxxx or such other third-party custodian to: (i) hold the Receivable Files on behalf of the Issuer, maintain accurate records pertaining to each Receivable to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof, conduct annual physical inspections of Receivable Files held by it under this Agreement and certify to the Issuer annually that it continues to maintain possession of such Receivable Files; (ii) implement policies and procedures in writing and signed by an appropriate officer of the Servicer, with respect to persons authorized to have access to the Receivable Files on the Servicer's or any third-party custodian's premises, and the receipting for Receivable Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; and (iii) attend to all details in connection with maintaining custody of the Receivable Files on behalf of the Issuer. In performing its duties as custodianunder this Section 3.4, the Servicer shall agrees to act with reasonable care, using that consistent with the same degree of skill and attention care that the Servicer it exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services similar contracts serviced by it for its Affiliates or others. The Servicerown account, except as otherwise set forth in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingnext succeeding paragraph. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Issuer in writing any material failure on its part, by it or its Affiliate’s part, any third-party custodian to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall In acting as custodian of the Receivable Files, the Servicer agrees further not to assert any beneficial ownership interests in the Receivables or the Receivable Files. The Servicer agrees to indemnify the Issuer, the Sellers, the Certificateholders, the Noteholders, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expense of any kind whatsoever which may be deemed to require an initial review imposed on, incurred by or asserted against the Issuer, the Sellers, the Certificateholders, the Noteholders, the Owner Trustee and the Indenture Trustee as the result of any periodic review act or omission by the Issuing EntityServicer relating to the maintenance and custody of the Receivable Files; provided, however, that the Servicer shall not be liable for any portion of any such amount resulting from the negligence or willful misconduct of the Issuer, the Sellers, the Noteholders, the Owner Trustee or the Indenture Trustee Trustee. Any original documents relating to the Receivables held by the Servicer shall be maintained in fireproof files, except those documents held by Xxxxxxx or by another third-party custodian which does not offer fireproof storage. The Servicer shall exercise reasonable care in handling and delivering the documents in its files relating to the Receivables. The Servicer shall maintain the privacy of the Receivable FilesObligors in accordance with all applicable governmental rules. The Servicer shall retain the information on its computer systems relating to the Receivables and other data and records (including, without limitation, computerized records) relating directly to or maintained in connection with the servicing of the Receivables at the address of the Servicer, or upon thirty (30) days' advance notice to the Sellers, the Owner Trustee and the Indenture Trustee at such other place where the servicing offices of the Servicer are located and shall be readily separable from the other files or property of the Servicer. The Servicer shall promptly notify the Rating Agencies upon any change of custodian.

Safekeeping. The Servicer Master Servicer, as custodian, shall (or its Affiliates, but only in accordance with shall cause the second following sentenceapplicable Sub-Servicers to) shall hold the Receivable Financed Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Financed Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Master Servicer shall (or shall cause the applicable Sub-Servicers to) act with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Master Servicer (or such Sub-Servicer) services for its Affiliates or othersand shall ensure that it complies fully and completely with all applicable Federal and State laws, including the Higher Education Act, with respect thereto. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Master Servicer shall remain obligated and liable to (or shall cause the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall applicable Sub-Servicers to) conduct, or cause to be conducted, periodic audits of the Receivable Financed Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s 's (or such Sub-Servicer's) record keeping. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, part (or its Affiliate’s part, on the part of Sub-Servicer) to hold the Receivable Financed Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Financed Student Loan Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Issuer to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance SALE AND SERVICING AGREEMENT with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity or the Indenture Owner Trustee to verify verify, if Owner Trustee so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the ----------- Receivable Files in its possession from time to time on behalf of the Trustee for the use and benefit of the Issuing Entity Note Insurer and the Indenture Trustee all present and future Noteholders, and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Trustee to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment defaulted receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits examinations of the files of receivables owned or serviced by it, which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping; provided however that the Trustee shall be under no obligation to -------- ------- verify the accuracy of the Servicer's record-keeping unless requested to do so in writing by the Note Insurer, the Noteholders with Voting Interest in excess of 25% or the Rating Agency. Any such written request shall specify in detail the procedures to be employed by the Trustee. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. (i) The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files on behalf of the Collateral Agent (for the benefit of the Issuing Entity Secured Parties) clearly identified as being separate from all other files or records maintained by the Custodian, whether at the same or any other location, and the Indenture Trustee and shall maintain such accurate and complete accounts, records and or computer systems pertaining to each Receivable File as shall enable the Issuing Entity are required to comply with the terms and conditions of the Note Purchase Agreement. Each Contract shall be stamped on both of the first page and the signature page (if different) in accordance with the requirements of any Opinion of Counsel or as otherwise is deemed necessary or desirable by the Collateral Agent and the Note Insurer. Each Receivable shall be identified on the books and records of the Custodian in an manner that (x) is consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar receivables, (y) indicates that the Receivables are held by the Custodian on behalf of the Collateral Agent and (z) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Collateral Agent, the Indenture Trustee Note Insurer and the Custodian to verify the accuracy of the Servicer’s record keepingCustodian's inventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons, including, without limitation, independent accountants, as the Collateral Agent and the Note Insurer may request and the cost of such inspections shall be borne by the Custodian. The Servicer Custodian shall promptly report to the Issuing Entity Collateral Agent and the Indenture Trustee Note Insurer any material failure on its part, or its Affiliate’s part, the Custodian's part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and the Custodian shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by . (ii) Notwithstanding the Issuing Entityabove paragraph (i), upon a Servicer Termination Event, at the direction of the Note Insurer, the Trustee or Custodian shall deliver the Indenture Trustee Receivable Files within 30 days of such notice to the Collateral Agent and the Collateral Agent shall hold such Receivable Files on behalf of the Secured Parties. Subject to Section 5.3(c) hereof and the preceding sentence, the Custodian shall at all times maintain the original of the fully executed original retail installment sales contract or promissory note and of the Lien Certificate or application therefore, if no such Lien Certificate has yet been issued, relating to each Receivable Filesin a fire resistant vault.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for Storm Recovery Property and the benefit Storm Recovery Property Documentation on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File the Storm Recovery Property and Storm Recovery Property Documentation in accordance with its standard accounting procedures and in sufficient detail to permit reconciliation between payments or recoveries on (or with respect to) Storm Recovery Charges and the SRC Collections from time to time remitted to the Trustee pursuant to this Agreement and as shall enable the Issuing Entity Issuer and the Trustee, as applicable, to comply with this Agreement, the Sale Agreement and the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill care and attention diligence that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables assets that the Servicer services for its Affiliates or itself or, if applicable, for others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files Storm Recovery Property Documentation held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Issuer and the Indenture Trustee Trustee, as pledgee of the Issuer, to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer, the Trustee and the Indenture Trustee Rating Agencies any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files Storm Recovery Property Documentation and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee Issuer or the Indenture Trustee of the Receivable FilesStorm Recovery Property Documentation. The Servicer’s duties to hold the Storm Recovery Property Documentation set forth in this Section 5.02, to the extent such Storm Recovery Property Documentation has not been previously transferred to a successor Servicer, shall terminate one year and one day after the earlier of the date on which (i) the Servicer is succeeded by a successor pursuant to the provisions of the Agreement and (ii) no Storm Recovery Bonds are Outstanding.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and conditions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment motor vehicle receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to identify all Receivables Files and such related accounts, records and computer systems and verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable Files. The Servicer may, in accordance with its customary procedures, (i) maintain all or a portion of the Receivable Files in electronic form, (ii) maintain custody of all or any portion of the Receivable Files with one or more of its agents or designees and (iii) with respect to those Receivables the form of which consists in part of a check to be endorsed by the Obligor, maintain either an image of that endorsed check or such other information or records evidencing that endorsement as permitted or provided by clearing house rules, rules and regulations of the Federal Reserve Board, or other established systems for the transmission of payments within the banking system. With respect to any Receivable that is electronic chattel paper, the Servicer shall maintain the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of any loan agreement that constitutes or evidences such Receivable and shall not permit such “authoritative copy” to be communicated to any other Person; provided however, that the Servicer shall not be liable for any breach or inaccuracy of the representations and warranties made by the Depositor in Section 2.2.

Safekeeping. (i) The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files on ----------- behalf of the Collateral Agent (for the benefit of the Issuing Entity Secured Parties) clearly identified as being separate from all other files or records maintained by the Custodian, whether at the same or any other location, and the Indenture Trustee and shall maintain such accurate and complete accounts, records and or computer systems pertaining to each Receivable File as shall enable the Issuing Entity are required to comply with the terms and conditions of the Note Purchase Agreement. Each Contract shall be stamped on both of the first page and the signature page (if different) in accordance with the requirements of any Opinion of Counsel or as otherwise is deemed necessary or desirable by the Collateral Agent and the Note Insurer. Each Receivable shall be identified on the books and records of the Custodian in an manner that (x) is consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar receivables, (y) indicates that the Receivables are held by the Custodian on behalf of the Collateral Agent and (z) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Collateral Agent, the Indenture Trustee Note Insurer and the Custodian to verify the accuracy of the Servicer’s record keepingCustodian's inventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons, including, without limitation, independent accountants, as the Collateral Agent and the Note Insurer may request and the cost of such inspections shall be borne by the Custodian. The Servicer Custodian shall promptly report to the Issuing Entity Collateral Agent and the Indenture Trustee Note Insurer any material failure on its part, or its Affiliate’s part, the Custodian's part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and the Custodian shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by . (ii) Notwithstanding the Issuing Entityabove paragraph (i), upon a Servicer Termination Event, at the direction of the Note Insurer, the Trustee or Custodian shall deliver the Indenture Trustee Receivable Files within 30 days of such notice to the Collateral Agent and the Collateral Agent shall hold such Receivable Files on behalf of the Secured Parties. Subject to Section 5.3(c) hereof and the preceding sentence, the Custodian shall at all times maintain the original of the fully executed original retail installment sales contract or promissory note and of the Lien Certificate or application therefore, if no such Lien Certificate has yet been issued, relating to each Receivable Filesin a fire resistant vault.

Safekeeping. The Servicer Master Servicer, as custodian, shall (or its Affiliates, but only in accordance with shall cause the second following sentenceapplicable Sub-Servicers or the Custodian to) shall hold the Receivable Financed Student Loan Files for the benefit of the Issuing Entity Noteholders, the Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Financed Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Master Servicer shall (or shall cause the applicable Sub-Servicers or the Custodian to) act with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer or the Custodian) exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Master Servicer (or such Sub-Servicer or the Custodian) services for its Affiliates or othersand shall ensure that it complies fully and completely with all applicable Federal and State laws, including the Higher Education Act, with respect thereto. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Master Servicer shall remain obligated and liable to (or shall cause the Issuing Entity, applicable Sub-Servicers or the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall Custodian to) conduct, or cause to be conducted, periodic audits of the Receivable Financed Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s 's (or such Sub-Servicer's or the Custodian's) record keeping. The Master Servicer shall (or shall cause the applicable Sub-Servicers or the Custodian to) promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, part (or its Affiliate’s part, on the part of a Sub-Servicer or the Custodian) to hold the Receivable Financed Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. The Master Servicer shall (or shall cause each Sub-Servicer or the Custodian) to deliver the Trust Receipts to the Issuer, the Indenture Trustee, the Securities Insurer and the Swap Counterparty on the Closing Date. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Financed Student Loan Files.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files for the exclusive use and benefit of the Issuing Entity Secured Parties and shall act as agent and bailee (as used in Section 9-312 of the Indenture Trustee UCC) of the Secured Parties, make dispositions thereof only in accordance with the terms of this Agreement or with the written instructions furnished by the Administrative Agent and maintain such accurate and complete accounts, records Records and computer systems pertaining to each Receivable File as File; provided, however, UACC may convert a Receivable that is “tangible chattel paper” to “electronic chattel paper.” The Custodian shall enable maintain continuous custody of the Issuing Entity to comply with this AgreementReceivables Files and such other documents received by it in secure, fire resistant facilities. In performing its duties as custodianduties, the Servicer Custodian shall act with reasonable care, using that degree of skill and attention that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment receivables motor vehicle installment sale contracts and installment loans that the Servicer services it holds for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits examinations of the files of all receivables owned or serviced by it which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Administrative Agent or the Indenture Trustee its representatives to verify the accuracy of the ServicerCustodian’s record keepingcustody of the Receivables Files. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Trustee Administrative Agent any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and to maintain its accounts, records Records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable FilesFiles by any Secured Party, and no Secured Party shall be liable or responsible for any action or failure to act by the Custodian hereunder.

Safekeeping. (i) The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files on behalf of the Collateral Agent (for the benefit of the Issuing Entity Secured Parties) and the Indenture Trustee and shall maintain such accurate and complete accounts, records and or computer systems pertaining to each Receivable File as shall enable the Issuing Entity are required to comply with the terms and conditions of the Note Purchase Agreement. Each Contract representing tangible chattel paper shall be stamped on both of the first page and the signature page (if different) in accordance with the requirements of any Opinion of Counsel or as otherwise is deemed necessary or desirable by the Collateral Agent and the Note Insurer. Each Receivable shall be identified on the books and records of the Custodian in an manner that (x) is consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar receivables, (y) indicates that the Receivables are held by the Custodian on behalf of the Collateral Agent and (z) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Collateral Agent, the Indenture Trustee Note Insurer and the Custodian to verify the accuracy of the ServicerCustodian’s record keepinginventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons, including, without limitation, independent accountants, as the Collateral Agent and the Note Insurer may request and the cost of such inspections shall be borne by the Custodian. The Servicer Custodian shall promptly report to the Issuing Entity Collateral Agent and the Indenture Trustee Note Insurer any material failure on its part, or its Affiliatethe Custodian’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and the Custodian shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by . (ii) Notwithstanding the Issuing Entityabove paragraph (i), upon a Servicer Termination Event, at the direction of the Note Insurer, the Trustee or Custodian shall deliver the Indenture Trustee Receivable Files within thirty (30) days of such notice to the Collateral Agent and the Collateral Agent shall hold such Receivable Files on behalf of the Secured Parties. Subject to Section 5.3(c) hereof and the preceding sentence, the Custodian shall at all times maintain the original of the fully executed original retail installment sales contract or promissory note and of the Lien Certificate or application therefore, if no such Lien Certificate has yet been issued, relating to each Receivable Filesin a fire resistant vault.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Issuer to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail 8 SALE AND SERVICING AGREEMENT installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity or the Indenture Owner Trustee to verify verify, if Owner Trustee so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (Servicer, in its capacity as custodian, shall hold, or its Affiliatesshall cause Xxxxxxx or another third-party custodian reasonably acceptable to the Sellers to hold, but only in accordance with the second following sentence) shall hold the Receivable Files on behalf of the Issuer for the use and benefit of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File the Receivables as shall enable the Issuing Entity Trustees to comply with their obligations pursuant to this Agreement and the other Basic Documents. As custodian, the Servicer shall have and perform the following powers and duties or shall cause Xxxxxxx or such other third-party custodian to: (i) hold the Receivable Files on behalf of the Issuer, maintain accurate records pertaining to each Receivable to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof, conduct annual physical inspections of Receivable Files held by it under this Agreement and certify to the Issuer annually that it continues to maintain possession of such Receivable Files; (ii) implement policies and procedures in writing and signed by an appropriate officer of the Servicer, with respect to persons authorized to have access to the Receivable Files on the Servicer's or any third-party custodian's premises, and the receipting for Receivable Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; and (iii) attend to all details in connection with maintaining custody of the Receivable Files on behalf of the Issuer. In performing its duties as custodianunder this Section 3.4, the Servicer shall agrees to act with reasonable care, using that consistent with the same degree of skill and attention care that the Servicer it exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services similar contracts serviced by it for its Affiliates or others. The Servicerown account, except as otherwise set forth in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingnext succeeding paragraph. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Issuer in writing any material failure on its part, by it or its Affiliate’s part, any third-party custodian to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall In acting as custodian of the Receivable Files, the Servicer agrees further not to assert any beneficial ownership interests in the Receivables or the Receivable Files. The Servicer agrees to indemnify the Issuer, the Sellers, the Certificateholders, the Noteholders, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expense of any kind whatsoever which may be deemed to require an initial review imposed on, incurred by or asserted against the Issuer, the Sellers, the Certificateholders, the Noteholders, the Owner Trustee and the Indenture Trustee as the result of any periodic review act or omission by the Issuing EntityServicer relating to the maintenance and custody of the Receivable Files; provided, however, that the Servicer shall not be liable for any portion of any such amount resulting from the negligence or willful misconduct of the Issuer, the Sellers, the Certificateholders, the Noteholders, the Owner Trustee or the Indenture Trustee Trustee. Any original documents relating to the Receivables held by the Servicer shall be maintained in fire-proof files, except those documents held by Xxxxxxx or by another third-party custodian which does not offer fire-proof storage. The Servicer shall exercise reasonable care in handling and delivering the documents in its files relating to the Receivables. The Servicer shall maintain the privacy of the Receivable FilesObligors in accordance with all applicable governmental rules. The Servicer shall retain the information on its computer systems relating to the Receivables and other data and records (including, without limitation, computerized records) relating directly to or maintained in connection with the servicing of the Receivables at the address of the Servicer, or upon thirty (30) days' advance notice to the Sellers, the Owner Trustee and the Indenture Trustee at such other place where the servicing offices of the Servicer are located and shall be readily separable from the other files or property of the Servicer.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and conditions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment automotive receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to identify all Receivables Files and such related accounts, records and computer systems and verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable Files. The Servicer may, in accordance with its customary procedures, (i) maintain all or a portion of the Receivable Files in electronic form, (ii) maintain custody of all or any portion of the Receivable Files with one or more of its agents or designees and (iii) with respect to those Receivables the form of which consists in part of a check to be endorsed by the Obligor, maintain either an image of that endorsed check or such other information or records evidencing that endorsement as permitted or provided by clearing house rules, rules and regulations of the Federal Reserve Board, or other established systems for the transmission of payments within the banking system. With respect to any Receivable that is electronic chattel paper, the Servicer shall maintain the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of any loan agreement that constitutes or evidences such Receivable and shall not permit such “authoritative copy” to be communicated to any other Person; provided however, that the Servicer shall not be liable for any breach or inaccuracy of the representations and warranties made by the Depositor in Section 2.2.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer[, the Backup Servicer] and the Trust to comply with the terms and provisions of this AgreementAgreement and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable [the Issuing Entity Backup Servicer,] the Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to [the Issuing Entity Backup Servicer,] the Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by [the Issuing EntityBackup Servicer,] the Trust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of [the Backup Servicer,] the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records records, and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and conditions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, custodian the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment automotive receivables that the Servicer services for its Affiliates itself or others. The ServicerIn accordance with its customary standards, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility policies and procedures with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Trust and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable Servicer and the Issuing Entity Trust to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity Trust and the Indenture Trustee to verify, if the Trust or the Indenture Trustee to verify so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Trustee Trust any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Issuer to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity Owner Trustee and the Indenture Trustee to verify, if the Owner Trustee or the Indenture Trustee to verify so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files on behalf of ----------- the Administrative Agent, for the benefit of the Issuing Entity Secured Parties, clearly identified as being separate from all other files or records maintained by the Custodian, whether at the same or any other location, and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity are required to comply with the terms and conditions of this Agreement. In performing its duties Each Receivable shall be stamped on both of the first page and the signature page (if different) as custodian, is deemed necessary or desirable by the Servicer Secured Parties. Each Receivable shall act be identified on the books and records of the Custodian in a manner that (i) is consistent with reasonable care, using that degree the practices of skill and attention that a commercial bank acting in the Servicer exercises capacity of custodian with respect to the receivable files relating to all comparable equipment receivables similar receivables, (ii) indicates that the Servicer services for its Affiliates or othersReceivables are held by the Custodian on behalf of the Administrative Agent and (iii) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Agreement. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Administrative Agent and the Indenture Trustee Custodian to verify the accuracy of the Servicer’s Custodian's inventory and record keeping. Such inspections shall be conducted at such times, in such manner and by such persons including, without limitation, independent accountants, as the Administrative Agent may request and the cost of such inspections shall be borne by the Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Trustee Administrative Agent any material failure on its part, or its Affiliate’s part, the Custodian's part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and the Custodian shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review Notwithstanding the above, if reasonably requested by the Issuing EntityAdministrative Agent, the Trustee Custodian shall promptly make copies or other electronic file records (e.g. diskettes, CD's, etc.) (the Indenture Trustee "Copies") of the ------ Receivable FilesFiles related to any or all of the Receivables and shall deliver such Copies to the Administrative Agent, and the Administrative Agent shall hold such Copies on behalf of the Secured Parties. Subject to Section 4.4(b) hereof, the -------------- Custodian shall at all times maintain the original of the fully executed original retail installment sales contract or installment loan contract and of the Lien Certificate or application therefore, if no such Lien Certificate has yet been issued, relating to each Receivable in a fire proof vault.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold each Receivable File described herein on behalf of the Purchaser of the related Receivable Files for the use and benefit of the Issuing Entity Purchaser and the Indenture Trustee and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File described herein. On or prior to the Closing Date, the computer files created in connection with the Receivables will be marked to reflect that the Receivables have been sold to the Purchaser. Each Receivable shall be identified as shall enable such on the Issuing Entity computer records of the Custodian to the extent the Custodian reasonably determines to be necessary to comply with the terms and conditions of this Agreement. In performing its duties as custodianhereunder, the Servicer shall Custodian agrees to act with reasonable care, using that degree of skill and attention that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment automobile receivables that the Custodian holds for itself or others and that is consistent with industry standards and consistent with such standard of care, the Custodian may utilize the services of third parties to act as custodian of Receivable Files under the same terms as the Servicer services for its Affiliates or othersmay delegate duties pursuant to Section 5.5. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee Custodian to verify the accuracy of the Servicer’s Custodian's inventory and record keeping. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Trustee Purchaser of a Receivable any material failure on its part, or its Affiliate’s part, part to hold the related Receivable Files File as described herein and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall will be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee Purchaser or the Indenture Trustee any Purchaser Pledgee of the Receivable Receivables Files.

Safekeeping. The Servicer Master Servicer, as custodian, shall (or its Affiliates, but only in accordance with shall cause the second following sentenceapplicable Sub-Servicers to) shall hold the Receivable Financed Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Financed Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Master Servicer shall (or shall cause the applicable Sub-Servicers to) act with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Master Servicer (or such Sub-Servicer) services for its Affiliates or othersand shall ensure that it complies fully and completely with all applicable Federal and State laws, including the Higher Education Act, with respect thereto. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Master Servicer shall remain obligated and liable to (or shall cause the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall applicable Sub-Servicers to) conduct, or cause to be conducted, periodic audits of the Receivable Financed Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s (or such Sub-Servicer’s) record keeping. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, part (or its Affiliate’s part, on the part of a Sub-Servicer) to hold the Receivable Financed Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. The Master Servicer shall (or shall cause each Sub-Servicer) to deliver the Trust Receipts to the Issuer, the Indenture Trustee, the Securities Insurer and the Swap Counterparty on the Closing Date. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Financed Student Loan Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records records, and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Issuer to comply with the terms and provisions of this Agreement, and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment motor vehicle receivables that the Servicer services for its Affiliates itself or others. The Servicer, in In accordance with its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practices and procedures with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sales contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping's recordkeeping. The Servicer shall promptly report to the Issuing Entity Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee of the Receivable FilesFiles and none of the Issuer, the Owner Trustee and the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee any material failure on its part, or its Affiliate’s part, to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (Servicer, in its capacity as custodian, shall hold, or its Affiliatescause an Affiliate to hold, but only in accordance with the second following sentence) shall hold the Receivable Files on behalf of the Trust and the Indenture Trustee for the benefit of the Issuing Entity all present and the Indenture Trustee future Securityholders, and maintain such accurate and complete accounts, records records, and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust and the Trustees to comply with the terms and provisions of this AgreementAgreement applicable to it. In performing its duties as custodiancustodian hereunder, the Servicer shall act with reasonable care, using that exercising the degree of skill and attention care that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables similar motor vehicle retail installment sale contracts owned and/or serviced by it and that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility is consistent with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesindustry standards. The Servicer shall implement written policies and procedures, signed by a Servicing Officer, with respect to the handling and custody of the Receivable Files, so that the integrity and physical possession of the Receivable Files shall be maintained, and, in general, shall attend to all details in connection with maintaining custody of the Receivable Files as agent of the Trust and on behalf of the Indenture Trustee. The Servicer shall also maintain a current inventory of the Receivables and conduct, or cause to be conducted, periodic audits (to the extent required by Section 3.11) of the Receivable Files held by it under this Agreement and the related accounts, records records, and computer systems, and shall otherwise maintain the Receivable Files in such a manner as shall enable the Issuing Entity or the Indenture Owner Trustee to verify verify, if the Owner Trustee so elects, the accuracy of the record keeping of the Servicer’s record keeping; provided that the Indenture Trustee shall have no obligation to perform such verification unless directed in writing by a majority of the Noteholders. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall ----------- hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust to comply with the terms and provisions of this AgreementAgreement and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Trust or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity and Owner Trustee, the Indenture Trustee and the Insurer any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Issuer to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity or Owner Trustee and the Indenture Trustee to verify verify, if Owner Trustee or Indenture Trustee so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (Servicer, in its capacity as custodian, shall hold, or its Affiliatescause an Affiliate to hold, but only in accordance with the second following sentence) shall hold the Receivable Files on behalf of the Trust and the Indenture Trustee for the benefit of the Issuing Entity all present and the Indenture Trustee future Securityholders, and maintain such accurate and complete accounts, records records, and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust and the Trustees to comply with the terms and provisions of this AgreementAgreement applicable to it. In performing its duties as custodiancustodian hereunder, the Servicer shall act with reasonable care, using that exercising the degree of skill and attention care that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables similar motor vehicle retail installment sale contracts owned and/or serviced by it and that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility is consistent with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiesindustry standards. The Servicer shall implement written policies and procedures, signed by a Servicing Officer, with respect to the handling and custody of the Receivable Files, so that the integrity and physical possession of the Receivable Files shall be maintained, and, in general, shall attend to all details in connection with maintaining custody of the Receivable Files as agent of the Trust and the Indenture Trustee. The Servicer shall also maintain a current inventory of the Receivables and conduct, or cause to be conducted, periodic audits (to the extent required by Section 3.11) of the Receivable Files held by it under this Agreement and the related accounts, records records, and computer systems, and shall otherwise maintain the Receivable Files in such a manner as shall enable the Issuing Entity or the Indenture Trustees to verify, if either such Trustee to verify so elects, the accuracy of the record keeping of the Servicer’s record keeping. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trustees any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records records, and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Issuer to comply with this AgreementAgreement and the Indenture Trustee to comply with the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention required by the Credit and Collection Policy but in no event less than that the Servicer it exercises with respect to the receivable files relating to all of comparable equipment motor vehicle receivables that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits examinations of the files of all receivables owned or serviced by it which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s its record keeping. The If as a result of the periodic examination referred to in the preceding sentence, the Servicer discovers any failure on its part to hold the Receivable Files, it shall promptly report such failure to the Issuing Entity Issuer, the Insurer and the Indenture Trustee and it will also report any material failure on its part, or its Affiliate’s part, to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review of the Receivable Files by the Issuing Entity, the Trustee Issuer or the Indenture Trustee of the Receivable FilesTrustee.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) shall hold the Receivable Files for Storm Recovery Property and the benefit Storm Recovery Property Documentation on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File the Storm Recovery Property and Storm Recovery Property Documentation in accordance with its standard accounting procedures and in sufficient detail to permit reconciliation between payments or recoveries on (or with respect to) Storm Recovery Charges and the SRC Collections from time to time remitted to the Trustee pursuant to this Agreement and as shall enable the Issuing Entity Issuer and the Trustee, as applicable, to comply with this Agreement, the Sale Agreement and the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill care and attention diligence that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables assets that the Servicer services for its Affiliates or itself or, if applicable, for others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files Storm Recovery Property Documentation held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Issuer and the Indenture Trustee Trustee, as pledgee of the Issuer, to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity Issuer, the Trustee and the Indenture Trustee Rating Agencies any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files Storm Recovery Property Documentation and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee Issuer or the Indenture Trustee of the Receivable FilesStorm Recovery Property Documentation. The Servicer's duties to hold the Storm Recovery Property Documentation set forth in this Section 5.02, to the extent such Storm Recovery Property Documentation has not been previously transferred to a successor Servicer, shall terminate one year and one day after the earlier of the date on which (i) the Servicer is succeeded by a successor pursuant to the provisions of the Agreement and (ii) no Storm Recovery Bonds are Outstanding.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) ----------- shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and the Trust to comply with the terms and provisions of this AgreementAgreement and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Trust or the Indenture Trustee to verify the accuracy of the Servicer’s 's record keeping. The Servicer shall promptly report to the Issuing Entity and Owner Trustee, the Indenture Trustee and the Insurer any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. (i) The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files on behalf of the Collateral Agent (for the benefit of the Issuing Entity Secured Parties) clearly identified as being separate from all other files or records maintained by the Custodian, whether at the same or any other location, and the Indenture Trustee and shall maintain such accurate and complete accounts, records and or computer systems pertaining to each Receivable File as shall enable the Issuing Entity are required to comply with the terms and conditions of the Note Purchase Agreement. Each Contract shall be stamped on both of the first page and the signature page (if different) in accordance with the requirements of any Opinion of Counsel or as otherwise is deemed necessary or desirable by the Collateral Agent and the Note Insurer. Each Receivable shall be identified on the books and records of the Custodian in an manner that (x) is consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar receivables, (y) indicates that the Receivables are held by the Custodian on behalf of the Collateral Agent and (z) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Collateral Agent, the Indenture Trustee Note Insurer and the Custodian to verify the accuracy of the ServicerCustodian’s record keepinginventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons, including, without limitation, independent accountants, as the Collateral Agent and the Note Insurer may request and the cost of such inspections shall be borne by the Custodian. The Servicer Custodian shall promptly report to the Issuing Entity Collateral Agent and the Indenture Trustee Note Insurer any material failure on its part, or its Affiliatethe Custodian’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and the Custodian shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by . (ii) Notwithstanding the Issuing Entityabove paragraph (i), upon a Servicer Termination Event, at the direction of the Note Insurer, the Trustee or Custodian shall deliver the Indenture Trustee Receivable Files within thirty (30) days of such notice to the Collateral Agent and the Collateral Agent shall hold such Receivable Files on behalf of the Secured Parties. Subject to Section 5.3(c) hereof and the preceding sentence, the Custodian shall at all times maintain the original of the fully executed original retail installment sales contract or promissory note and of the Lien Certificate or application therefore, if no such Lien Certificate has yet been issued, relating to each Receivable Filesin a fire resistant vault.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Contract Files on behalf of the Trust for the use and benefit of the Issuing Entity Trust and the Indenture Trustee Insurer, and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File the Contracts as shall enable the Issuing Entity Owner Trustee and the Indenture Trustee to comply with their obligations pursuant to this Agreement and the other Basic Documents. As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files on behalf of the Trust and the Insurer, 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, conduct annual physical inspections of Contract Files held by it under this Agreement and certify to the Trust and the Insurer annually that 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; and (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust and the Insurer. In performing its duties as custodianunder this Section 3.04, the Servicer shall agrees to act with reasonable care, using that consistent with the same degree of skill and attention care that the Servicer it exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services similar contracts serviced by it for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingown account. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trust in writing any material failure on its part, or its Affiliate’s part, by it to hold the Receivable Contract Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall In acting as custodian of the Contract Files, the Servicer agrees further not to assert any beneficial ownership interests in the Contracts or the Contract Files. The Servicer agrees to indemnify the Trust, the Certificateholders, the Noteholders, the Owner Trustee, the Insurer and the Indenture Trustee (and its respective officers, directors, employees and agents) for any and all liabilities, obligations, losses, damages, payments, costs, or expense of any kind whatsoever which may be deemed to require an initial review imposed on, incurred by or asserted against the Trust, the Certificateholders, the Noteholders, the Owner Trustee, the Insurer and the Indenture Trustee as the result of any periodic review act or omission by the Issuing EntityServicer 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 negligence or willful misconduct of the Trust, the Trustee Certificateholders, the Noteholders, the Owner Trustee, the Insurer or the Indenture Trustee Trustee. Such indemnity shall survive the termination of this Agreement or the earlier discharge of the Receivable FilesIndenture Trustee under the Indenture.

Safekeeping. The Servicer (or M&I Bank, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Trust and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable Servicer and the Issuing Entity Trust to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity Trust and the Indenture Trustee to verify, if the Trust or the Indenture Trustee to verify so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Trustee Trust any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityTrust, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Files.record keeping of the Custodian. 9045475 05134611 8 2005-1 Sale and Servicing Agreement

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Owner Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Owner Trustee to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity Owner Trustee and the Indenture Trustee to verify, if the Owner Trustee or the Indenture Trustee to verify so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly 9 2002-1 Sale and Servicing Agreement take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityOwner Trustee, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold each Receivable File described herein as sub-custodian for the Receivable Files Master Servicer, for the benefit of the Issuing Entity Issuer as owner of the related Receivable for the use and benefit of the Indenture Trustee Master Servicer and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File described herein. On or prior to the Closing Date, the computer files created in connection with the Receivables will be marked to reflect that the Receivables have been sold to the Purchaser. Each Receivable shall be identified as shall enable such on the Issuing Entity computer records of the Custodian to the extent the Custodian reasonably determines to be necessary to comply with this Agreementthe terms and conditions of the Basic Documents. In performing its duties as custodianhereunder, the Servicer shall Custodian agrees to act with reasonable care, using that degree of skill and attention that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment automotive receivables that the Servicer Custodian holds for itself or others and consistent with such reasonable care, the Custodian may utilize the services for its Affiliates or othersof third parties to act as custodian of Receivable Files subject to Section 5.5. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee Custodian to verify the accuracy of the ServicerCustodian’s inventory and record keeping. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Trustee Master Servicer of a Receivable any material failure on its part, or its Affiliate’s part, part to hold the related Receivable Files File as described herein and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee of the Receivable Files.

Safekeeping. The Servicer Master Servicer, as custodian, shall (or its Affiliates, but only in accordance with shall cause the second following sentenceapplicable Sub-Servicers or the Custodian to) shall hold the Receivable Financed Student Loan Files for the benefit of the Issuing Entity Noteholders, the Issuer, the Securities Insurer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Financed Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Master Servicer shall (or shall cause the applicable Sub-Servicers or the Custodian to) act with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer or the Custodian) exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Master Servicer (or such Sub-Servicer or the Custodian) services for its Affiliates or othersand shall ensure that it complies fully and completely with all applicable Federal and State laws, including the Higher Education Act, with respect thereto. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Master Servicer shall remain obligated and liable to (or shall cause the Issuing Entity, applicable Sub-Servicers or the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall Custodian to) conduct, or cause to be conducted, periodic audits of the Receivable Financed Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s 's (or such Sub-Servicer's or the Custodian's) record keeping. The Master Servicer shall (or shall cause the applicable Sub-Servicers or the Custodian to) promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, part (or its Affiliate’s part, on the part of a Sub-Servicer or the Custodian) to hold the Receivable Financed Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. The Master Servicer shall (or shall cause each Sub-Servicer or the Custodian) to deliver the Trust Receipts to the Issuer, the Indenture Trustee, the Securities Insurer and the Swap Counterparty on the Closing Date. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Financed Student Loan Files.

Safekeeping. The Servicer, in its capacity as custodian, or a Subservicer, appointed by the Servicer as subcustodian pursuant to Section 3.11(e), shall hold the Contracts (i) in physical form (or, in the case of Convenience Checks, in physical or its Affiliateselectronic form) or (ii) with respect to each Loan originated in electronic form, but only in electronic form in the Electronic Vault, provided that if a contract is Exported from the Electronic Vault, the Custodian shall hold such Contract in physical form in accordance with its customary servicing practices. The custodian or, if applicable, any Subservicer appointed by it as subcustodian (in the second following sentencecase of Loans held in physical form) shall will hold the Receivable Files such Contracts for the benefit of the Issuing Entity Issuer and the Indenture Trustee, as pledgee of the Issuer; provided, that the Servicer, in its capacity as custodian, shall ensure that the Electronic Contracts are maintained by the Electronic Vault Provider as a designated custodian of the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File (for the benefit of the Noteholders) in the Electronic Vault. The Electronic Vault will be controlled by the Servicer in its capacity as shall enable the Issuing Entity to comply with this Agreementcustodian hereunder. In performing its duties as custodian, the Servicer shall act in accordance with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such dutiescustomary servicing practices. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall will promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its partpart (or, or its Affiliateif applicable, a subcustodian’s part, ) to hold a material portion of the Receivable Files Contracts (including Electronic Contracts, but not including any Convenience Checks) and maintain its accountsaccount, records records, and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall will be deemed to require an initial review or any periodic review by the Issuing Entity, the Trustee Issuer or the Indenture Trustee of the Receivable FilesContracts. The Servicer may, in accordance with its customary servicing practices, maintain all or a portion of a Contract in electronic form in the Electronic Vault and/or maintain custody of all or any portion of a Contract with one or more Persons to whom the Servicer has delegated responsibilities in accordance with Section 6.07. The Servicer will maintain each Contract in the United States (it being understood that (i) the Contracts, or any part thereof, may be maintained at the offices of any Person to whom the Servicer has delegated responsibilities in accordance with Section 6.07 and (ii) Electronic Contracts shall be maintained in the Electronic Vault). The Servicer will make available to the Issuer and the Indenture Trustee or their duly authorized representatives, attorneys or auditors a list of locations of the Contracts upon request. Notwithstanding any reference herein or in any other Transaction Document to the Electronic Vault Provider acting as a designated custodian of the Indenture Trustee, the parties hereto acknowledge and agree that the Indenture Trustee shall not be liable for, and shall have no duty to supervise or monitor, the default, misconduct or any other action or omission of the Electronic Vault Provider, and that the Indenture Trustee may assume the Electronic Vault Provider’s performance of its duties and obligations under the Transaction Documents. The Servicer shall cause the Electronic Vault to reflect the name of the applicable Owner of Record as follows: “Regional Management Issuance Trust 2021-3”.

Safekeeping. The Servicer (or its AffiliatesCustodian, but only in accordance with the second following sentence) shall hold the applicable Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Master Servicer and Issuer to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity or Owner Trustee and the Indenture Trustee to verify verify, if Owner Trustee or Indenture Trustee so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer Master Servicer, as custodian, shall (or its Affiliates, but only in accordance with shall cause the second following sentenceapplicable Sub-Servicers to) shall hold the Receivable Financed Student Loan Files for the benefit of the Issuing Entity Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable Financed Student Loan File as shall enable the Issuing Entity Issuer to comply with this Agreement. In performing its duties as custodian, custodian the Master Servicer shall (or shall cause the applicable Sub-Servicers to) act with reasonable care, using that degree of skill and attention that the Master Servicer (or such Sub-Servicer) exercises with respect to the receivable student loan files relating to all comparable equipment receivables student loans that the Master Servicer (or such Sub-Servicer) services for its Affiliates or othersand shall ensure that it complies fully and completely with all applicable Federal and State laws, including the Higher Education Act, with respect thereto. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Master Servicer shall remain obligated and liable to (or shall cause the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall applicable Sub-Servicers to) conduct, or cause to be conducted, periodic audits of the Receivable Financed Student Loan Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity Issuer or the Indenture Trustee to verify the accuracy of the Master Servicer’s 's (or such Sub-Servicer's) record keeping. The Master Servicer shall (or shall cause the applicable Sub-Servicers to) promptly report to the Issuing Entity Issuer and the Indenture Trustee any material failure on its part, part (or its Affiliate’s part, on the part of a Sub-Servicer) to hold the Receivable Financed Student Loan Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Eligible Lender Trustee or the Indenture Trustee of the Receivable Financed Student Loan Files.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Issuer to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity or the Indenture Owner Trustee to verify verify, if Owner Trustee so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner SALE AND SERVICING AGREEMENT Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as Custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Owner Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Owner Trustee to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar motor vehicle loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity Owner Trustee and the Indenture Trustee to verify, if the Owner Trustee or the Indenture Trustee to verify so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityOwner Trustee, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Contract Files on behalf of the Trust for the use and benefit of the Issuing Entity and the Indenture Trustee Trust and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File the Contracts as shall enable the Issuing Entity Owner Trustee and the Indenture Trustee to comply with their obligations pursuant to this Agreement and the Basic Documents. As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files on behalf of 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, conduct annual physical inspections of Contract Files held by it under this Agreement and certify to the Trust annually that 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; and (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Trust. In performing its duties as custodianunder this Section 3.04, the Servicer shall agrees to act with reasonable care, using that consistent with the same degree of skill and attention care that the Servicer it exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services similar contracts serviced by it for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files and the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record keepingown account. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee Trust in writing any material failure on its part, or its Affiliate’s part, by it to hold the Receivable Contract Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such failure. Nothing herein shall In acting as custodian of the Contract Files, the Servicer agrees further not to assert any beneficial ownership interests in the Contracts or the Contract Files. The Servicer agrees to indemnify the Trust, the Certificateholders, the Noteholders, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expense of any kind whatsoever which may be deemed to require an initial review imposed on, incurred or asserted against the Trust, the Certificateholders, the Noteholders, the Owner Trustee and the Indenture Trustee as the result of any periodic review act or omission by the Issuing EntityServicer 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 negligence or willful misconduct of the Trust, the Certificateholders, the Noteholders, the Owner Trustee or the Indenture Trustee of the Receivable FilesTrustee.

Safekeeping. The Servicer (or Servicer, in its Affiliatescapacity as custodian, but only in accordance with the second following sentence) shall hold the Receivable Files for the benefit of the Issuing Entity Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer, [the Backup Servicer] and the Trust to comply with the terms and provisions of this AgreementAgreement and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables motor vehicle retail installment sale contracts that the Servicer services for its Affiliates itself or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable [the Issuing Entity Backup Servicer], the Trust or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to [the Issuing Entity Backup Servicer], the Owner Trustee and the Indenture Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by [the Issuing EntityBackup Servicer], the Trust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of [the Backup Servicer], the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian hereunder.

Safekeeping. The Servicer (or its AffiliatesCustodian, but only in accordance with the second following sentence) shall hold the applicable Receivable Files for the benefit as agent on behalf of the Issuing Entity and the Indenture Trustee Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity Servicer and Issuer to comply with the terms and provisions of this AgreementAgreement applicable to them. In performing its duties as custodianCustodian hereunder, the Servicer Custodian shall act with reasonable care, using that exercising the degree of skill skill, attention and attention care that the Servicer Custodian exercises with respect to the receivable files relating to all comparable equipment receivables other similar loans owned and/or serviced by Custodian and that the Servicer services for is consistent with industry standards. In accordance with its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility customary practice with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entityits retail installment sale contracts, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records records, and computer systems, and shall maintain the Receivable Files in such a manner as shall enable the Issuing Entity or Owner Trustee and the Indenture Trustee to verify verify, if Owner Trustee or Indenture Trustee so elects, the accuracy of the Servicer’s record keepingkeeping of Custodian. The Servicer Custodian shall promptly report to the Issuing Entity and the Indenture Owner Trustee any material failure on its part, or its Affiliate’s part, part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided provided, and promptly take appropriate action to remedy any such failure. Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuing EntityIssuer, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Receivable Filesrecord keeping of the Custodian.

Safekeeping. (i) The Servicer (or its Affiliates, but only in accordance with the second following sentence) Custodian shall hold the Receivable Files on ----------- behalf of the Collateral Agent (for the benefit of the Issuing Entity Secured Parties) clearly identified as being separate from all other files or records maintained by the Custodian, whether at the same or any other location, and the Indenture Trustee and shall maintain such accurate and complete accounts, records and or computer systems pertaining to each Receivable File as shall enable the Issuing Entity are required to comply with the terms and conditions of the Note Purchase Agreement. Each Contract shall be stamped on both of the first page and the signature page (if different) in accordance with the requirements of any Opinion of Counsel or as otherwise is deemed necessary or desirable by the Collateral Agent and the Note Insurer. Each Receivable shall be identified on the books and records of the Custodian in an manner that (x) is consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar receivables, (y) indicates that the Receivables are held by the Custodian on behalf of the Collateral Agent and (z) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable equipment receivables that the Servicer services for its Affiliates or others. The Servicer, in its capacity as custodian, may at any time delegate its duties as custodian to any Affiliate of the Servicer; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuing Entity, the Depositor and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The Servicer Custodian shall conduct, or cause to be conducted, periodic audits physical inspections of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity or Collateral Agent, the Indenture Trustee Note Insurer and the Custodian to verify the accuracy of the Servicer’s record keepingCustodian's inventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons, including, without limitation, independent accountants, as the Collateral Agent and the Note Insurer may request and the cost of such inspections shall be borne by the Custodian. The Servicer Custodian shall promptly report to the Issuing Entity Collateral Agent and the Indenture Trustee Note Insurer any material failure on its part, or its Affiliate’s part, the Custodian's part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and the Custodian shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by . (ii) Notwithstanding the Issuing Entityabove paragraph (i), upon a Servicer Termination Event, at the direction of the Note Insurer, the Trustee or Custodian shall deliver the Indenture Trustee Receivable Files within thirty (30) days of such notice to the Collateral Agent and the Collateral Agent shall hold such Receivable Files on behalf of the Secured Parties. Subject to Section 5.3(c) hereof and the preceding sentence, the Custodian shall at all times maintain the original of the fully executed original retail installment sales contract or promissory note and of the Lien Certificate or application therefore, if no such Lien Certificate has yet been issued, relating to each Receivable Filesin a fire resistant vault.