Common use of Custody of Contracts Clause in Contracts

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.16, the Servicer agrees to act as custodian of the Contract Files (other than the Land Home Contract Files) for the benefit of the Certificateholders and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian therefor. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently maintained, or at such other offices of the Servicer in the State of California as shall from time to time be identified to the Trustee by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreement; (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 Certificateholders and the Trustee. (d) In performing its duties under this Section 4.16, the Servicer agrees to act in accordance with the standard of care set forth in Section 4.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files Servicer (other than the Land Home Contract Files) including through any subservicer contemplated under Section 5.05), for the benefit of of, and as agent for, the Certificateholders Noteholders, the Equity Certificateholder, the Indenture Trustee and the Trust Fund. The Certificateholders by their acceptance of Issuer, as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California (or a subservicer contemplated under Section 5.05) as shall from time to time be identified established by the Servicer or such subservicer (or in certain instances at offsite storage facilities in the same general geographic area as an office of the Servicer or subservicer, pursuant to contractual agreement between the Trustee by ten days' prior written noticeServicer or subservicer and the Person owning or maintaining such offsite facility). The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice or other such compliance, as necessary to conduct collection and other servicing activities in accordance with its customary practices the Servicing Standard; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Trust Assets and proceduresthe proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trust and the Owner Trustee for the benefit of the Trust shall be deemed to have possession of the Contract Files for purposes of Section 9-313 (c) of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders Noteholders and the Trustee, Equity Certificateholder and the Trust; maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, ; and maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreementthereof; (ii) implement policies maintain and procedures in writing comply with Customary Policies and signed by a Servicing Officer, Procedures with respect to persons Persons authorized to have access to the Contract Files on the Servicer's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; andFiles; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Noteholder and the TrusteeEquity Certificateholder and the Trust; and (iv) indicate in the appropriate computer records that the Contracts as of the Closing Date (or Substitution Transfer Date, as the case may be) have been conveyed to the Trust. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act in accordance with the standard applicable Servicing Standard. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.02. (e) The Servicer agrees to indemnify the Noteholders and the Equity Certificateholder, the Owner Trustee, the Indenture Trustee and the Trust for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against any of such parties as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files or any other breach or noncompliance of the Servicer in the performance of its duties and obligations as Servicer hereunder; provided, however, that the Servicer will not be liable to any such party for any portion of any such amount resulting from the gross negligence or willful misconduct of such party.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files Servicer (other than the Land Home Contract Files) including through any subservicer contemplated under Section 5.05), for the benefit of of, and as agent for, the Certificateholders Noteholders, the Equity Certificateholder, the Indenture Trustee and the Trust Fund. The Certificateholders by their acceptance of Issuer, as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California (or a subservicer contemplated under Section 5.05) as shall from time to time be identified established by the Servicer or such subservicer (or in certain instances at offsite storage facilities in the same general geographic area as an office of the Servicer or subservicer, pursuant to contractual agreement between the Trustee by ten days' prior written noticeServicer or subservicer and the Person owning or maintaining such offsite facility). The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice or other such compliance, as necessary to conduct collection and other servicing activities in accordance with its customary practices the Servicing Standard; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Trust Assets and proceduresthe proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trust and the Owner Trustee for the benefit of the Trust shall be deemed to have possession of the Contract Files for purposes of Section 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders Noteholders and the Trustee, Equity Certificateholder and the Trust; maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, ; and maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreementthereof; (ii) implement policies maintain and procedures in writing comply with Customary Policies and signed by a Servicing Officer, Procedures with respect to persons Persons authorized to have access to the Contract Files on the Servicer's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; andFiles; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Noteholder and the TrusteeEquity Certificateholder and the Trust; and (iv) indicate in the appropriate computer records that the Contracts as of the Closing Date (or Substitution Transfer Date, as the case may be) have been conveyed to the Trust. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act in accordance with the standard applicable Servicing Standard. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.02. (e) The Servicer agrees to indemnify the Noteholders and the Equity Certificateholder, the Owner Trustee, the Indenture Trustee and the Trust for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against any of such parties as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files or any other breach or noncompliance of the Servicer in the performance of its duties and obligations as Servicer hereunder; provided, however, that the Servicer will not be liable to any such party for any portion of any such amount resulting from the gross negligence or willful misconduct of such party.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held by the Contract Files (other than the Land Home Contract Files) Servicer, or its custodian, for the benefit of of, and as agent for, the Certificateholders Trust as the owner thereof and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforIndenture Trustee. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have the following powers and perform the following powers and duties: (i) hold hold, or cause the Servicer’s custodian to hold, the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and conduct annual physical inspections certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files held by it under this AgreementFiles; (ii) implement policies and procedures in writing and signed by a Servicing Officer, Officer with respect to persons authorized to have access to the Contract Files on the Servicer's ’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; and; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Trust; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures; and (v) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in any event within 60 days thereof, deliver an Officer’s Certificate to the Owner Trustee and the TrusteeIndenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes and security agreements. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held by the Contract Files (other than the Land Home Contract Files) Servicer, or its custodian, for the benefit of of, and as agent for, the Certificateholders Trust as the owner thereof and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforIndenture Trustee. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have the following powers and perform the following powers and duties: (i) hold hold, or cause the Servicer’s custodian to hold, the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and conduct annual physical inspections certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files held by it under this AgreementFiles; (ii) implement policies and procedures in writing and signed by a Servicing Officer, Officer with respect to persons authorized to have access to the Contract Files on the Servicer's ’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; and; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Trust; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract and store such original Contract in a fireproof vault except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures; and (v) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in any event within 60 days thereof, deliver an Officer’s Certificate to the Owner Trustee and the TrusteeIndenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes and security agreements. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files Servicer (other than the Land Home Contract Files) including through any subservicer contemplated under Section 5.05), for the benefit of of, and as agent for, the Certificateholders Noteholders, the Equity Certificateholder, the Indenture Trustee and the Issuer, as well as the Trust Fund. The Certificateholders by their acceptance of as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California (or a subservicer contemplated under Section 5.05) as shall from time to time be identified established by the Servicer or such subservicer (or in certain instances at offsite storage facilities in the same general geographic area as an office of the Servicer or subservicer, pursuant to contractual agreement between the Trustee by ten days' prior written noticeServicer or subservicer and the Person owning or maintaining such offsite facility). The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice or other such compliance, as necessary to conduct collection and other servicing activities in accordance with its customary practices the Servicing Standard; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Trust Assets and proceduresthe proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trust and the Owner Trustee for the benefit of the Trust shall be deemed to have possession of the Contract Files for purposes of Section 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders Noteholder and the Trustee, Equity Certificateholder and the Trust; maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, ; and maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreementthereof; (ii) implement policies maintain and procedures in writing comply with Customary Policies and signed by a Servicing Officer, Procedures with respect to persons Persons authorized to have access to the Contract Files on the Servicer's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; andFiles; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Noteholder and the TrusteeEquity Certificateholder and the Trust; and (iv) indicate in the appropriate computer records that the Contracts as of the Closing Date (or Substitution Transfer Date, as the case may be) have been conveyed to the Trust. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act in accordance with the standard applicable Servicing Standard. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. (e) The Servicer agrees to indemnify the Noteholder and the Equity Certificateholder, the Owner Trustee, the Indenture Trustee and the Trust for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against any of such parties as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files or any other breach or noncompliance of the Servicer in the performance of its duties and obligations as Servicer hereunder; provided, however, that the Servicer will not be liable to any such party for any portion of any such amount resulting from the gross negligence or willful misconduct of such party.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held by the Contract Files (other than the Land Home Contract Files) Servicer, or its custodian, for the benefit of of, and as agent for, the Certificateholders Trust as the owner thereof and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforIndenture Trustee. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have the following powers and perform the following powers and duties: (i) hold hold, or cause the Servicer’s custodian to hold, the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and conduct annual physical inspections certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files held by it under this AgreementFiles; (ii) implement policies and procedures in writing and signed by a Servicing Officer, Officer with respect to persons authorized to have access to the Contract Files on the Servicer's ’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; and; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Trust; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures; and (v) as promptly as practicable after the Closing Date, and in any event within 60 days thereof, deliver an Officer’s Certificate to the Owner Trustee and the TrusteeIndenture Trustee certifying that as of a date no earlier than the Closing Date it has conducted an inventory of the Contract Files and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes and security agreements. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of of, and as agent for, the Certificateholders and the Trust Fund. The Certificateholders by their acceptance of Trustee as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; PROVIDED, HOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Contracts and the proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b) the Trustee shall be deemed to have possession of the Contract Files for purposes of Section 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, 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 Certificateholders and the Trustee; (iv) at all times maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (v) stamp each Contract on both the first and the signature page (if different) as of the Closing Date (or Subsequent Transfer Date, as the case may be) in the form attached hereto as EXHIBIT M; (vi) within 30 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any; and (vii) within 185 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Trustee listing each Contract with respect to which there did not exist as of 180 days of the Closing Date (or Subsequent Transfer Date, as the case may be) an original title certificate to the motorcycle and the certificate of lien recordation relating thereto. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts. The Servicer shall promptly report to the standard Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Certificateholders, the Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Certificateholders, or the Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; PROVIDED, HOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Certificateholder, or the Trustee. The Trustee shall have no duty to monitor or otherwise oversee the Servicer's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files Servicer (other than the Land Home Contract Files) including through any subservicer contemplated under Section 5.05), for the benefit of of, and as agent for, the Certificateholders Noteholders, the Equity Certificateholder, the Indenture Trustee and the Trust Fund. The Certificateholders by their acceptance of Trust, as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California (or a subservicer contemplated under Section 5.05) as shall from time to time be identified established by the Servicer or such subservicer (or in certain instances at offsite storage facilities in the same general geographic area as an office of the Servicer or subservicer, pursuant to contractual agreement between the Trustee by ten days' prior written noticeServicer or subservicer and the Person owning or maintaining such offsite facility). The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice or other such compliance, as necessary to conduct collection and other servicing activities in accordance with its customary practices the Servicing Standard; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Trust Assets and proceduresthe proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trust and the Owner Trustee for the benefit of the Trust shall be deemed to have possession of the Contract Files for purposes of Section 9-301 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders Noteholders and the Trustee, Equity Certificateholder and the Trust; maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, ; and maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreement;thereof, (ii) implement policies maintain and procedures in writing comply with Customary Policies and signed by a Servicing Officer, Procedures with respect to persons Persons authorized to have access to the Contract Files on the Servicer's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; andFiles; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Noteholder and the TrusteeEquity Certificateholder and the Trust; and (iv) indicate in the appropriate computer records that the Contracts as of the Closing Date (or Substitution Transfer Date, as the case may be) have been conveyed to the Trust. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act in accordance with the standard applicable Servicing Standard. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.02. (e) The Servicer agrees to indemnify the Noteholders and the Equity Certificateholder, the Owner Trustee, the Indenture Trustee and the Trust for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against any of such parties as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files or any other breach or noncompliance of the Servicer in the performance of its duties and obligations as Servicer hereunder; provided, however, that the Servicer will not be liable to any such party for any portion of any such amount resulting from the gross negligence, willful misconduct or bad faith of such party.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files Servicer (other than the Land Home Contract Files) including through any subservicer contemplated under Section 5.05), for the benefit of of, and as agent for, the Certificateholders Noteholders, the Equity Certificateholder, the Indenture Trustee and the Issuer, as well as the Trust Fund. The Certificateholders by their acceptance of as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California (or a subservicer contemplated under Section 5.05) as shall from time to time be identified established by the Servicer or such subservicer (or in certain instances at offsite storage facilities in the same general geographic area as an office of the Servicer or subservicer, pursuant to contractual agreement between the Trustee by ten days' prior written noticeServicer or subservicer and the Person owning or maintaining such offsite facility). The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice or other such compliance, as necessary to conduct collection and other servicing activities in accordance with its customary practices the Servicing Standard; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Trust Assets and proceduresthe proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trust and the Owner Trustee for the benefit of the Trust shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders Noteholder and the Trustee, Equity Certificateholder and the Trust; maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, ; and maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreementthereof; (ii) implement policies maintain and procedures in writing comply with Customary Policies and signed by a Servicing Officer, Procedures with respect to persons Persons authorized to have access to the Contract Files on the Servicer's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; andFiles; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Noteholder and the TrusteeEquity Certificateholder and the Trust; and (iv) indicate in the appropriate computer records that the Contracts as of the Closing Date (or Substitution Transfer Date, as the case may be) have been conveyed to the Trust. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act in accordance with the standard applicable Servicing Standard. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. (e) The Servicer agrees to indemnify the Noteholder and the Equity Certificateholder, the Owner Trustee, the Indenture Trustee and the Trust for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against any of such parties as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files or any other breach or noncompliance of the Servicer in the performance of its duties and obligations as Servicer hereunder; provided, however, that the Servicer will not be liable to any such party for any portion of any such amount resulting from the gross negligence or willful misconduct of such party.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of of, and as agent for, the Certificateholders Noteholders, the Certificateholders, the Indenture Trustee and the Trust Fund. The Certificateholders by their acceptance of Owner Trustee as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; PROVIDED, HOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Contracts and the proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b) the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Noteholders and the Certificateholders and the Owner Trustee and the Indenture Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Owner Trustee and the Indenture Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, 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 Certificateholders Noteholders and the Certificateholders, the Owner Trustee and the Indenture Trustee; (iv) at all times maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (v) stamp each Contract on both the first and the signature page (if different) as of the Closing Date (or Subsequent Transfer Date, as the case may be) in the form attached hereto as EXHIBIT L; (vi) within 30 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any; and (vii) within 185 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee listing each Contract with respect to which there did not exist as of 180 days of the Closing Date (or Subsequent Transfer Date, as the case may be) an original title certificate to the motorcycle and the certificate of lien recordation relating thereto. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Noteholders, the Certificateholders, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholders, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; PROVIDED, HOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.16, the Servicer agrees to act as custodian of the Contract Files (other than and the Land Home Contract Files) Files for the benefit of the Certificateholders and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than and the Land Home Contract Files) Files as custodian therefor. (b) The Servicer agrees to maintain the related Contract Files (other than and the Land Home Contract Files) Files at its offices where they are presently maintained, or at such other offices of the Servicer in the State of California as shall from time to time be identified to the Trustee by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than and the Land Home Contract Files) Files on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and conduct annual physical inspections of Contract Files and the Land Home Contract Files held by it under this Agreement; (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 and the Land Home Contract Files on the Servicer's premises and the receipting for Contract Files and Land Home 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 and the Land Home Contract Files on behalf of the Certificateholders and the Trustee. (d) In performing its duties under this Section 4.16, the Servicer agrees to act in accordance with the standard of care set forth in Section 4.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of the Certificateholders of, and as agent for, the Trust Fund. The Certificateholders by their acceptance of as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; PROVIDED, HOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Contracts and the proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b) the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have the following powers and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Owner Trustee and the Indenture Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, 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 Certificateholders Trust; (iv) at all times maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (v) stamp each Contract on both the first and the Trusteesignature page (if different) as of the Closing Date (or Subsequent Transfer Date, as the case may be) in the form attached hereto as EXHIBIT L; (vi) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in any event within 60 days thereof, deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any; and (vii) within 185 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee listing each Contract with respect to which there did not exist as of 180 days of the Closing Date (or Subsequent Transfer Date, as the case may be) an original title certificate to the motorcycle and the certificate of lien recordation relating thereto. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; PROVIDED, HOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files Servicer (other than the Land Home Contract Files) including through any subservicer contemplated under Section 5.05), for the benefit of of, and as agent for, the Certificateholders Noteholders, the Equity Certificateholder, the Indenture Trustee and the Trust Fund. The Certificateholders by their acceptance of Trust, as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices (or at the offices of any subservicer contemplated under Section 5.05) where they are presently currently maintained, or at such other offices of the Servicer in the State of California (or a subservicer contemplated under Section 5.05) as shall from time to time be identified established by the Servicer or such subservicer (or in certain instances at offsite storage facilities in the same general geographic area as an office of the Servicer or subservicer, pursuant to contractual agreement between the Trustee by ten days' prior written noticeServicer or subservicer and the Person owning or maintaining such offsite facility). The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice or other such compliance, as necessary to conduct collection and other servicing activities in accordance with its customary practices the Servicing Standard; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Trust Assets and proceduresthe proceeds thereof. It is intended that by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trust and the Owner Trustee for the benefit of the Trust shall be deemed to have possession of the Contract Files for purposes of Section 9-301 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders Noteholders and the Trustee, Equity Certificateholder and the Trust; maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, ; and maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreement;thereof, (ii) implement policies maintain and procedures in writing comply with Customary Policies and signed by a Servicing Officer, Procedures with respect to persons Persons authorized to have access to the Contract Files on the Servicer's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; andFiles; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Noteholder and the TrusteeEquity Certificateholder and the Trust; and (iv) indicate in the appropriate computer records that the Contracts as of the Closing Date (or Substitution Transfer Date, as the case may be) have been conveyed to the Trust. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act in accordance with the standard applicable Servicing Standard. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.02. (e) The Servicer agrees to indemnify the Noteholders, the Owner Trustee, the Indenture Trustee and the Trust for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against any of such parties as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files or any other breach or noncompliance of the Servicer in the performance of its duties and obligations as Servicer hereunder; provided, however, that the Servicer will not be liable to any such party for any portion of any such amount resulting from the gross negligence, willful misconduct or bad faith of such party.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of of, and as agent for, the Certificateholders and the Trust Fund. The Certificateholders by their acceptance of Trustee as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Contracts and the proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b) the Trustee shall be deemed to have possession of the Contract Files for purposes of Section 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, 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 Certificateholders and the Trustee; (iv) at all times maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (v) stamp each Contract on both the first and the signature page (if different) as of the Closing Date (or Subsequent Transfer Date, as the case may be) in the form attached hereto as Exhibit M; (vi) within 30 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any; and (vii) within 185 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Trustee listing each Contract with respect to which there did not exist as of 180 days of the Closing Date (or Subsequent Transfer Date, as the case may be) an original title certificate to the motorcycle and the certificate of lien recordation relating thereto. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts. The Servicer shall promptly report to the standard Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Certificateholders, the Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Certificateholders, or the Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Certificateholder, or the Trustee. The Trustee shall have no duty to monitor or otherwise oversee the Servicer's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held by the Contract Files (other than the Land Home Contract Files) Servicer, or its custodian, for the benefit of of, and as agent for, the Certificateholders Trust as the owner thereof and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforIndenture Trustee. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that, by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have the following powers and perform the following powers and duties: (i) hold hold, or cause the Servicer’s custodian to hold, the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and conduct annual physical inspections certify to the Owner Trustee and the Indenture Trustee annually that it, or its custodian, continues to maintain possession of such Contract Files held by it under this AgreementFiles; (ii) implement policies and procedures in writing and signed by a Servicing Officer, Officer with respect to persons authorized to have access to the Contract Files on the Servicer's ’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; and; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Trust; (iv) at all times maintain, or cause the Servicer’s custodian to maintain, the original of the fully executed Contract in accordance with its customary practices and procedures, except as may be necessary to conduct collection and servicing activities in accordance with its customary practices and procedures; and (v) as promptly as practicable after the Closing Date , and in any event within 60 days thereof, deliver an Officer’s Certificate to the Owner Trustee and the TrusteeIndenture Trustee certifying that as of a date no earlier than the Closing Date it has conducted an inventory of the Contract Files and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory notes and security agreements. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it, or its custodian, to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of the Certificateholders of, and as agent for, the Trust Fund. The Certificateholders by their acceptance of as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b) the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9–313 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have the following powers and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Owner Trustee and the Indenture Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, Officer with respect to persons authorized to have access to the Contract Files on the Servicer's ’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; and; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Trust; (iv) at all times maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (v) stamp each Contract on both the first and the Trusteesignature page (if different) as of the Closing Date (or Subsequent Transfer Date, as the case may be) in the form attached hereto as Exhibit L; (vi) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in any event within 60 days thereof, deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any; and (vii) within 185 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer’s Certificate to the Owner Trustee listing each Contract with respect to which there did not exist as of 180 days of the Closing Date (or Subsequent Transfer Date, as the case may be) an original title certificate to the motorcycle and the certificate of lien recordation relating thereto. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of the Certificateholders of, and as agent for, the Trust Fund. The Certificateholders by their acceptance of as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Contracts and the proceeds thereof. It is intended that by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b) the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have the following powers and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and conduct annual physical inspections certify to the Owner Trustee and the Indenture Trustee annually that it continues to maintain possession of such Contract Files held by it under this AgreementFiles; (ii) implement policies and procedures in writing and signed by a Servicing Officer, Officer with respect to persons authorized to have access to the Contract Files on the Servicer's ’s premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; and; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Trust; (iv) at all times maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (v) stamp each Contract on both the first and the Trusteesignature page (if different) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in any event within 60 days thereof, in the form attached hereto as Exhibit L; and (vi) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in any event within 60 days thereof, deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory note and security agreements. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer’s performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files Servicer (other than the Land Home Contract Files) including through any subservicer contemplated under Section 5.05), for the benefit of of, and as agent for, the Certificateholders Noteholders, the Equity Certificateholder, the Indenture Trustee and the Trust Fund. The Certificateholders by their acceptance of Issuer, as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California (or a subservicer contemplated under Section 5.05) as shall from time to time be identified established by the Servicer or such subservicer (or in certain instances at offsite storage facilities in the same general geographic area as an office of the Servicer or subservicer, pursuant to contractual agreement between the Trustee by ten days' prior written noticeServicer or subservicer and the Person owning or maintaining such offsite facility). The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice or other such compliance, as necessary to conduct collection and other servicing activities in accordance with its customary practices the Servicing Standard; provided, however, that the Servicer will take all action necessary to maintain the perfection of the Trust’s interest in the Trust Assets and proceduresthe proceeds thereof. It is intended that by the Servicer’s agreement pursuant to Section 4.01(a) above and this Section 4.01(b), the Trust and the Owner Trustee for the benefit of the Trust shall be deemed to have possession of the Contract Files for purposes of Section 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders Noteholders and the Trustee, Equity Certificateholder and the Trust; maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, ; and maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreementthereof; (ii) implement policies maintain and procedures in writing comply with Customary Policies and signed by a Servicing Officer, Procedures with respect to persons Persons authorized to have access to the Contract Files on the Servicer's premises and the receipting for Contract Files taken from their storage area by an employee of the Servicer for purposes of servicing or any other purposes; andFiles; (iii) attend to all details in connection with maintaining custody of the Contract Files on behalf of the Certificateholders Noteholder and the TrusteeEquity Certificateholder and the Trust; and (iv) indicate in the appropriate computer records that the Contracts as of the Closing Date (or Substitution Transfer Date, as the case may be) have been conveyed to the Trust. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act in accordance with the standard applicable Servicing Standard. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.02. (e) The Servicer agrees to indemnify the Noteholders and the Equity Certificateholder, the Owner Trustee, the Indenture Trustee and the Trust for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against any of such parties as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files or any other breach or noncompliance of the Servicer in the performance of its duties and obligations as Servicer hereunder; provided, however, that the Servicer will not be liable to any such party for any portion of any such amount resulting from the gross negligence or willful misconduct of such party.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of the Certificateholders of, and as agent for, the Trust Fund. The Certificateholders by their acceptance of as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; PROVIDED, HOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Contracts and the proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b) the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have the following powers and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Owner Trustee and the Indenture Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, 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 Certificateholders Trust; (iv) at all times maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (v) stamp each Contract on both the first and the Trusteesignature page (if different) as of the Closing Date (or Subsequent Transfer Date, as the case may be) in the form attached hereto as EXHIBIT L; (vi) within 30 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any; and (vii) within 185 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee listing each Contract with respect to which there did not exist as of 180 days of the Closing Date (or Subsequent Transfer Date, as the case may be) an original title certificate to the motorcycle and the certificate of lien recordation relating thereto. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 4.5.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; PROVIDED, HOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to shall act as custodian of the Contract Files (other than the Land Home Contract Files) for the benefit of the Certificateholders and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforTrustee. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently maintained, or at such other offices of the Servicer office in the State of California Oklahoma as shall from time to time be identified to the Trustee by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. To facilitate servicing and to save administration costs, the Contract Files will not be physically segregated from other similar documents that are in CITSF's possession. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it the Servicer to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of the Contract Files held by it under this AgreementAgreement and certify in writing to the Trustee 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 Servicers' 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 Certificateholders and the Trustee. (d) In Subject to Section 5.02, in performing its duties under this Section 4.164.01, the Servicer agrees to act in accordance exercise that degree of skill and care, consistent with the standard same degree of skill and care set forth that it exercises with respect to similar contracts serviced by it for its own account; provided, however that such degree of skill and care shall be at least as favorable as the degree of skill and care generally applied by servicers of manufactured housing installment sales contracts for institutional investors. The Servicer shall promptly report to the Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer agrees further not to assert any beneficial ownership interests in Section 4the Contracts or the Contract Files. The Servicer agrees to indemnify the Certificateholders and the Trustee (including the directors, officers, employees and agents of the Trustee) for any and all liabilities, obligations, losses, damages, payments, costs, or expense of any kind whatsoever which may be imposed on, incurred or asserted against the Certificateholders and the Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be liable for any portion of any such amount resulting from the negligence or willful misconduct of any Certificateholder or the Trustee. The Trustee shall have no duty to monitor or otherwise oversee the Servicer's performance as custodian hereunder, subject to the requirements of Article VII herein.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.15, the Servicer agrees to act as custodian of the Contract Files (other than the Land Home Contract Files) for the benefit of the Certificateholders Purchaser and the Trust FundIndenture Trustee. The Certificateholders Noteholders by their acceptance of the CertificatesNotes, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian therefor. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently maintained, or at such other offices of the Servicer in the State of California as shall from time to time be identified to the Indenture Trustee by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders Purchaser, the Indenture Trustee and the TrusteeNoteholders, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreement; (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 Certificateholders Purchaser, the Indenture Trustee and the TrusteeNoteholders. (d) In performing its duties under this Section 4.164.15, the Servicer agrees to act in accordance with the standard of care set forth in Section 44.02. The Servicer shall promptly report to the Indenture Trustee and the Purchaser any failure by it to hold the Contract Files as herein provided, and shall promptly take appropriate action to remedy any such failure. In acting as custodian of the Contract Files, the Servicer further agrees not to assert any beneficial ownership interests in the Contracts, or the Contract Files. The Servicer agrees to indemnify Noteholders, the Indenture Trustee and the Purchaser for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever which may be imposed on, incurred or asserted against the Noteholders, the Indenture Trustee and the Purchaser as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; provided, however, that the Servicer will not be -------- ------- liable for any portion of any such amount resulting from the negligence or willful misconduct of any other Person. (e) Not later than 60 days from the Closing Date, the Contract Seller shall deliver, or cause to be delivered, to the Indenture Trustee the following: (i) the Land Home Contract Files; (ii) the original Land Home Contracts endorsed as provided in Section 3.02(x) (which endorsement may be manual or facsimile signature) on behalf of the Contract Seller; and (iii) Assignments from the Contract Seller to the Purchaser and from the Purchaser to the Indenture Trustee, which Assignments shall be in form and substance for recording, but shall not be recorded except as required by Section 4.20 below; Notwithstanding anything to the contrary contained in this Section 4.15(e), in those instances where the public recording office retains the original Mortgage, the Assignment of the Mortgage or the intervening Assignments of the Mortgage after it has been recorded, the Contract Seller shall be deemed to have satisfied its obligations hereunder upon delivery to the Purchaser of a copy of such Mortgage, such Assignment or Assignments of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. Within 90 days following the Closing Date, the Indenture Trustee shall review each Land Home Contract File to determine that all required documents set forth in each item of the first paragraph of this Section 4.15(e) have been executed and received and that such documents relate to the Land Home Contracts identified on the Contract Schedule. For purposes of this determination, the Indenture Trustee may rely on the purported due execution and genuineness of any signature thereon. If within such 90 day period the Indenture Trustee finds that any document constituting a part of a Land Home Contract File was not executed, defective or received or is unrelated to the Land Home Contracts identified in the Contract Schedule (in this Section 4.15(e), a "defect"), the Indenture Trustee shall promptly upon the conclusion of its review notify the Servicer. The Servicer shall have a period of 90 days from receipt of such notice within which to correct or cure any such defect after the Servicer has been notified of such. If the Servicer cannot correct or cure any such defect with respect to a Land Home Contract within such 90 day period, it shall comply with the provisions of Section 3.05 hereof. If recordation of any Assignment is required hereunder, the original of each such recorded Assignment shall be delivered to the Indenture Trustee within 10 days following the date on which it is returned to the Contract Seller by the office with which such Assignment was filed for recordation. Upon receipt by the Indenture Trustee of the recorded Assignment, such recorded Assignment shall become part of the Land Home Contract File.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.16SECTION 4.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of of, and as agent for, the Certificateholders and the Trust Fund. The Certificateholders by their acceptance of Trustee as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Illinois as shall from time to time be identified to the Trustee by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; PROVIDED, HOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trustee's interest in the Contracts and the proceeds thereof. It is intended that by the Servicer's agreement pursuant to this SECTION 4.01 the Trustee shall be deemed to have possession of the Contract Files for purposes of SECTION 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, 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 Certificateholders and the Trustee; (iv) at all times maintain the original of the fully executed Contract; (v) clearly identify the assignment of the Contract and the contemporaneous grant of a security interest therein to the Trustee; and (vi) within 30 days of the Closing Date deliver an Officer's Certificate to the Trustee certifying that as of a date no earlier than the Closing Date it has conducted an inventory of the Contract Files and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) The Servicer shall promptly report to the Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In performing its duties under this Section 4.16acting as custodian of the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in SECTION 5.06. The Servicer agrees to indemnify the Certificateholders and the Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Certificateholders and the Trustee as the result of any act in accordance with or omission by the standard Servicer relating to the maintenance and custody of care set forth in Section 4.the Contract Files; PROVIDED, HOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Certificateholder or the

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of the Certificateholders of, and as agent for, the Trust Fund. The Certificateholders by their acceptance of as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; PROVIDED, HOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Contracts and the proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b) the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-313 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have the following powers and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Owner Trustee and the Indenture Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, 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 Certificateholders Trust; (iv) at all times maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (v) stamp each Contract on both the first and the Trusteesignature page (if different) as of the Closing Date (or Subsequent Transfer Date, as the case may be) in the form attached hereto as EXHIBIT L; (vi) as promptly as practicable after the Closing Date (or Subsequent Transfer Date, as the case may be), and in any event within 60 days thereof, deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any; and (vii) within 185 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee listing each Contract with respect to which there did not exist as of 180 days of the Closing Date (or Subsequent Transfer Date, as the case may be) an original title certificate to the motorcycle and the certificate of lien recordation relating thereto. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts and promissory note and security agreements. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be 31 imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; PROVIDED, HOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.16SECTION 4.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of the Certificateholders and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodianof, and as agent for, the Servicer agrees to maintain Issuer as the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Illinois as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; PROVIDED, HOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Issuer's interest in the Contracts and the proceeds thereof. It is intended that by the Servicer's agreement pursuant to SECTION 4.01(a) above and this SECTION 4.01(b) the Issuer shall be deemed to have possession of the Contract Files for purposes of Section 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeIssuer, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Owner Trustee and the Indenture Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, 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 Certificateholders Issuer; (iv) at all times maintain the original of the fully executed Contract; (v) clearly identify the assignment of the Contract and the contemporaneous grant of a security interest therein to the Indenture Trustee; and (vi) within 60 days of the Closing Date deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date it has conducted an inventory of a random sample of the Contract Files and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In performing its duties under this Section 4.16acting as custodian of the Contract Files, the Servicer further agrees not to act assert any legal or beneficial ownership interest in accordance with the standard of care set forth Contracts or the Contract Files, except as provided in Section 4SECTION 5.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.164.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of the Certificateholders of, and as agent for, the Trust Fund. The Certificateholders by their acceptance of as the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Nevada as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; PROVIDED, HOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Trust's interest in the Contracts and the proceeds thereof. It is intended that by the Servicer's agreement pursuant to Section 4.01(a) above and this Section 4.01(b) the Trustees shall be deemed to have possession of the Contract Files for purposes of Section 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have the following powers and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeTrust, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Owner Trustee and the Indenture Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, 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 Certificateholders Trust; (iv) at all times maintain the original of the fully executed Contract and store such original Contract in a fireproof vault; (v) stamp each Contract on both the first and the Trusteesignature page (if different) as of the Closing Date (or Subsequent Transfer Date, as the case may be) in the form attached hereto as EXHIBIT L; (vi) within 30 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date (or Subsequent Transfer Date, as the case may be) it has conducted an inventory of the Contract Files (which in the case of Subsequent Contracts, need be only of the Contract Files related to such Subsequent Contracts) and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any; and (vii) within 185 days of the Closing Date (or Subsequent Transfer Date, as the case may be) deliver an Officer's Certificate to the Owner Trustee listing each Contract with respect to which there did not exist as of 180 days of the Closing Date (or Subsequent Transfer Date, as the case may be) an original title certificate to the motorcycle and the certificate of lien recordation relating thereto. (d) In performing its duties under this Section 4.164.01, the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts for the installment purchase of consumer goods owned and/or serviced by it, and in accordance any event with no less degree of skill and care than would be exercised by a prudent servicer of motorcycle conditional sales contracts. The Servicer shall promptly report to the standard Owner Trustee and the Indenture Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In acting as custodian of care set forth the Contract Files, the Servicer further agrees not to assert any legal or beneficial ownership interest in the Contracts or the Contract Files, except as provided in Section 45.06. The Servicer agrees to indemnify the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever which may be imposed on, incurred by or asserted against the Noteholders, the Certificateholder, the Owner Trustee and the Indenture Trustee as the result of any act or omission by the Servicer relating to the maintenance and custody of the Contract Files; PROVIDED, HOWEVER, that the Servicer will not be liable for any portion of any such amount resulting from the gross negligence or willful misconduct of any Noteholder, Certificateholder, the Owner Trustee or the Indenture Trustee. The Trustees shall have no duty to monitor or otherwise oversee the Servicer's performance as custodian hereunder.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.163.16, the Servicer agrees to act as custodian of the Contract Files (other than the Land Home Contract Files) for the benefit of the Certificateholders Trustee, the Certificateholders, the Certificate Insurer and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian therefor. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently maintained, or at such other offices of the Servicer in the State of California as shall from time to time be identified to the Trustee by ten days' prior written notice. The Servicer hereby certifies to the Trustee that the Servicer holds from and following the Closing Date the Contract Files (other than the portion of the Land Home Contract Files held by the Trustee) as Custodian on behalf of the Trustee, the Certificate Insurer and the Certificateholders hereunder. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders Certificateholders, the Certificate Insurer and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreement; (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 Certificateholders Certificateholders, the Certificate Insurer and the Trustee. (d) In performing its duties under this Section 4.163.16, the Servicer agrees to act in accordance with the standard of care set forth in Section 43.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.16, the Servicer agrees to act as custodian of the Contract Files (other than the Land Home Contract Files) for the benefit of the Certificateholders and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodian, and the Servicer agrees to maintain the Contract Files (other than the Land Home Contract Files) as custodian therefor. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently maintained, or at such other offices of the Servicer in the State of California as shall from time to time be identified to the Trustee by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the Trustee, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and conduct annual physical inspections of Contract Files held by it under this Agreement; (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 Certificateholders and the Trustee. (d) In performing its duties under this Section 4.16, the Servicer agrees to act in accordance with the standard of care set forth in Section 4.

Custody of Contracts. (a) Subject to the terms and conditions of this Section 4.16SECTION 4.01, the Servicer agrees to act as custodian contents of each Contract File shall be held in the custody of the Contract Files (other than the Land Home Contract Files) Servicer for the benefit of the Certificateholders and the Trust Fund. The Certificateholders by their acceptance of the Certificates, consent to the Servicer acting as custodianof, and as agent for, the Servicer agrees to maintain Issuer as the Contract Files (other than the Land Home Contract Files) as custodian thereforowner thereof. (b) The Servicer agrees to maintain the related Contract Files (other than the Land Home Contract Files) at its offices where they are presently currently maintained, or at such other offices of the Servicer in the State of California Illinois as shall from time to time be identified to the Trustee Trustees by ten days' prior written notice. The Servicer may temporarily move individual Contract Files, Land Home Contract Files or, in each case, or any portion thereof without notice as necessary to conduct collection and other servicing activities in accordance with its customary practices and procedures; PROVIDED, HOWEVER, that the Servicer will take all action necessary to maintain the perfection of the Issuer's interest in the Contracts and the proceeds thereof. It is intended that by the Servicer's agreement pursuant to SECTION 4.01(a) above and this SECTION 4.01(b) the Issuer shall be deemed to have possession of the Contract Files for purposes of Section 9-305 of the Uniform Commercial Code of the State in which the Contract Files are located. (c) As custodian, the Servicer shall have and perform the following powers and duties: (i) hold the Contract Files (other than the Land Home Contract Files) on behalf of the Certificateholders and the TrusteeIssuer, maintain accurate records pertaining to each Contract to enable it to comply with the terms and conditions of this Agreement, maintain a current inventory thereof and thereof, conduct annual physical inspections of Contract Files held by it under this AgreementAgreement and certify to the Owner Trustee and the Indenture Trustee annually that it continues to maintain possession of such Contract Files; (ii) implement policies and procedures in writing and signed by a Servicing Officer, 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 Certificateholders Issuer; (iv) at all times maintain the original of the fully executed Contract; (v) clearly identify the assignment of the Contract and the contemporaneous grant of a security interest therein to the Indenture Trustee; and (vi) within 30 days of the Closing Date deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee certifying that as of a date no earlier than the Closing Date it has conducted an inventory of the Contract Files and that there exists a Contract File for each Contract and stating all exceptions to such statement, if any. (d) The Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure by it to hold the Contract Files as herein provided and shall promptly take appropriate action to remedy any such failure. In performing its duties under this Section 4.16acting as custodian of the Contract Files, the Servicer further agrees not to act assert any legal or beneficial ownership interest in accordance with the standard of care set forth Contracts or the Contract Files, except as provided in Section 4SECTION 5.