Common use of Access to Receivable Files Clause in Contracts

Access to Receivable Files. The Custodian shall permit the Servicer access to the Receivable Files at all reasonable times during the Custodian’s normal business hours. The Custodian shall, within two Business Days of the request of the Servicer, the Indenture Trustee or the Owner Trustee, execute such documents and instruments as are prepared by the Servicer, the Indenture Trustee or the Owner Trustee and delivered to the Custodian, as the Servicer, the Indenture Trustee or the Owner Trustee deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Grantor Trust and any related insurance policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Custodian’s sole discretion, after consultation with the Indenture Trustee, does not conflict with this Agreement and will not cause it undue risk or liability; provided, however, the Servicer shall ensure that the Custodian shall be provided full electronic access to the records of the Title Intermediary concerning Certificates of Title that are maintained in electronic form. The Custodian shall certify any electronic Certificate of Title by confirming the electronic information available from the Title Intermediary against the electronic information received from the Servicer with respect to electronic Certificates of Title. Wherever in this Agreement it states that the Custodian has possession of Receivable Files (or that CPS has delivered such Receivables Files), with respect to electronic Certificates of Title, it shall mean that the Custodian has received information sufficient to perform the verification set forth in the immediately preceding sentence. The Custodian will rely on, but cannot be responsible or liable for, verify or confirm, the content or accuracy of any information provided by the Title Intermediary. The Custodian shall not be obligated to release any document from any Receivable File unless it receives a release request signed by a Servicing Officer in the form of Exhibit C hereto (the “Release Request”). Such Release Request shall obligate the Servicer to return such document(s) to the Custodian when the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify in the Release Request that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so deposited.

Access to Receivable Files. The Custodian Trustee shall permit the Servicer Servicer, any Certificateholder and the [Credit Enhancer] access to the Receivable Files at all reasonable times during the Custodian’s Trustee's normal business hours; provided, however, that the Trustee shall provide such access to any Certificateholder only (i) in such cases where the Trustee is required by applicable statutes or regulations (whether applicable to the Trustee, the Servicer or to such Certificateholder) to permit such Certificateholder to review the Receivable Files or (ii) if an [Enhancement Default] shall have occurred and be continuing. In addition, the Trustee shall provide such access to any Certificateholder at all reasonable times during the Trustee's normal business hours if an Event of Default shall have occurred and be continuing. In each case, such access shall be afforded without charge but only upon reasonable request. Each Certificateholder shall be deemed to have agreed by its acceptance of a Certificate to use its best efforts to hold in confidence all Confidential Information in accordance with its then customary procedures; provided that nothing herein shall prevent any Certificateholder from delivering copies of any financial statements and other documents whether or not constituting Confidential Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, officers, employees, agents and professional consultants, (ii) any other institutional investor that holds Certificates, (iii) any prospective institutional investor transferee in connection with the contemplated transfer of a Certificate or any part thereof or participation therein who is subject to confidentiality arrangements at least substantially similar hereto, (iv) any governmental authority, (v) the National Association of Insurance Commissioners or any similar organization, (vi) any nationally recognized rating agency in connection with the rating of the Class A Certificates by such agency or (vii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any applicable law, rule, regulation or order, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which such Certificateholder is a party, or (d) in order to protect or enforce such Person's investment in any Certificate. The Custodian Trustee shall, within two [two] Business Days of the request of the Servicer, the Indenture Trustee Servicer or the Owner Trustee[Credit Enhancer], execute such documents and instruments as are prepared by the Servicer, the Indenture Trustee Servicer or the Owner Trustee [Credit Enhancer] and delivered to the CustodianTrustee, as the Servicer, the Indenture Trustee Servicer or the Owner Trustee [Credit Enhancer] deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Grantor Trust and any related insurance policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Custodian’s Trustee's sole discretion, after consultation with the Indenture Trustee, discretion does not conflict with this Agreement and will not cause it undue risk or liability; provided, however, the Servicer shall ensure that the Custodian shall be provided full electronic access to the records of the Title Intermediary concerning Certificates of Title that are maintained in electronic form. The Custodian shall certify any electronic Certificate of Title by confirming the electronic information available from the Title Intermediary against the electronic information received from the Servicer with respect to electronic Certificates of Title. Wherever in this Agreement it states that the Custodian has possession of Receivable Files (or that CPS has delivered such Receivables Files), with respect to electronic Certificates of Title, it shall mean that the Custodian has received information sufficient to perform the verification set forth in the immediately preceding sentence. The Custodian will rely on, but cannot be responsible or liable for, verify or confirm, the content or accuracy of any information provided by the Title Intermediary. The Custodian Trustee shall not be obligated to release any document from any Receivable File unless it receives a release request trust receipt signed by a Servicing Officer in the form of Exhibit C E-1 hereto (the “Release Request”"Trust Receipt"). Such Release Request Trust Receipt shall obligate the Servicer to return such document(s) to the Custodian Trustee when the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify upon receipt of a certificate of a Servicing Officer substantially in the Release Request form of Exhibit E-2 hereto to the effect that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so deposited, the Trust Receipt shall be released by the Trustee to the Servicer.

Access to Receivable Files. (a) The Custodian shall permit the Servicer and the Administrative Agent access to the Receivable Files at all reasonable times during the Custodian’s normal business hours. The Custodian shall, within two Business Days of the request of the Servicer, the Indenture Trustee or the Owner Trustee, execute such documents and instruments as are prepared by the Servicer, the Indenture Trustee or the Owner Trustee Servicer and delivered to the Custodian, as the Servicer, the Indenture Trustee or the Owner Trustee deems Servicer necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Grantor Trust Purchaser and any related insurance policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Custodian’s sole discretion, after consultation with the Indenture Trustee, discretion does not conflict with this the Credit Agreement or any other Loan Document and will not cause it undue risk or liability; provided, however, the Servicer shall ensure that the Custodian shall be provided full electronic access to the records of the Title Intermediary concerning Certificates of Title that are maintained in electronic form. The Custodian shall certify any electronic Certificate of Title by confirming the electronic information available from the Title Intermediary against the electronic information received from the Servicer with respect to electronic Certificates of Title. Wherever in this Agreement it states that the Custodian has possession of Receivable Files (or that CPS has delivered such Receivables Files), with respect to electronic Certificates of Title, it shall mean that the Custodian has received information sufficient to perform the verification set forth in the immediately preceding sentence. The Custodian will rely on, but cannot be responsible or liable for, verify or confirm, the content or accuracy of any information provided by the Title Intermediary. The Custodian shall not be obligated to release any document from any Receivable File unless it receives a release request signed by a Servicing Officer in the form of Exhibit C hereto (the “Release Request”); provided, however, if a Servicer Termination Event or Event of Default shall have occurred and is continuing, the Custodian shall not release any such Receivable File to the Servicer without the prior written consent of the Administrative Agent. Such Release Request shall obligate the Servicer to return such document(s) to the Custodian when the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify in the Release Request that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so deposited. Each Release Request delivered to the Custodian pursuant to this Section 3.5 shall be forwarded by the Servicer to the Administrative Agent electronically or by facsimile within one (1) Business Day of delivery to the Custodian together with a list of all Receivables to be released by the Custodian pursuant to such Release Request. (b) Notwithstanding anything to the contrary herein, the Custodian’s obligation to certify any electronic Lien Certificate is limited to confirming the information set forth on an electronic file received from the Title Intermediary against the information set forth on an electronic file received from the Servicer. For the avoidance of doubt, the Custodian has no obligation to independently verify the electronic Lien Certificate information against the records of any Registrar of Titles. (c) The Servicer shall use the Title Intermediary as the sole manager of Lien Certificates in electronic form in each jurisdiction in which there is an electronic lien and title (ELT) program. CPS and Servicer hereby agree to cooperate with the Administrative Agent and the Custodian in the implementation of a system under which the Title Intermediary would receive only from the Custodian any instructions concerning Lien Certificates that are maintained in electronic form. As part of such system, Lien Certificates would only be released through the Custodian in the same manner, mutatis mutandis, as Lien Certificates in paper form hereunder. Upon the implementation of such system (expected to be during the second quarter 2012), CPS, Servicer, the Administrative Agent and the Custodian will use such system as the exclusive method by which Lien Certificates in electronic form are released and, if so required by the Administrative Agent, CPS and Servicer shall agree to amend this Agreement to reflect the use of such system.

Access to Receivable Files. The Custodian Trustee shall permit the Servicer Servicer, the Depositor, any Certificateholder and the Certificate Insurer access to the Receivable Files at all reasonable times during the Custodian’s Trustee's normal business hours; provided, however, that the Trustee shall provide such access to any Certificateholder only (i) in such cases where the Trustee is required by applicable statutes or regulations (whether applicable to the Trustee, the Servicer or to such Certificateholder) to permit such Certificateholder to review the Receivable Files or (ii) if an Insurer Default shall have occurred and be continuing. In addition, the Trustee shall provide such access to any Certificateholder at all reasonable times during the Trustee's normal business hours if an Event of Default shall have occurred and be continuing. In each case, such access shall be afforded without charge but only upon reasonable request. Each Certificateholder shall be deemed to have agreed by its acceptance of a Certificate to use its best efforts to hold in confidence all Confidential Information in accordance with its then customary procedures; provided that nothing herein shall prevent any Certificateholder from delivering copies of any financial statements and other documents whether or not constituting Confidential Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, officers, employees, agents and professional consultants, (ii) any other institutional investor that holds Certificates, (iii) any prospective institutional investor transferee in connection with the contemplated transfer of a Certificate or any part thereof or participation therein who is subject to confidentiality arrangements at least substantially similar hereto, (iv) any governmental authority, (v) the National Association of Insurance Commissioners or any similar organization, (vi) any nationally recognized rating agency in connection with the rating of the Class A Certificates by such agency or (vii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any applicable law, rule, regulation or order, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which such Certificateholder is a party, or (d) in order to protect or enforce such Person's investment in any Certificate. The Custodian Trustee shall, within two Business Days of the request of the Servicer, the Indenture Trustee Servicer or the Owner TrusteeCertificate Insurer, execute such documents and instruments as are prepared by the Servicer, the Indenture Trustee Servicer or the Owner Trustee Certificate Insurer and delivered to the CustodianTrustee, as the Servicer, the Indenture Trustee Servicer or the Owner Trustee Certificate Insurer deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Grantor Trust and any related insurance policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Custodian’s Trustee's sole discretion, after consultation with the Indenture Trustee, discretion does not conflict with this Agreement and will not cause it undue risk or liability; provided, however, the Servicer shall ensure that the Custodian shall be provided full electronic access to the records of the Title Intermediary concerning Certificates of Title that are maintained in electronic form. The Custodian shall certify any electronic Certificate of Title by confirming the electronic information available from the Title Intermediary against the electronic information received from the Servicer with respect to electronic Certificates of Title. Wherever in this Agreement it states that the Custodian has possession of Receivable Files (or that CPS has delivered such Receivables Files), with respect to electronic Certificates of Title, it shall mean that the Custodian has received information sufficient to perform the verification set forth in the immediately preceding sentence. The Custodian will rely on, but cannot be responsible or liable for, verify or confirm, the content or accuracy of any information provided by the Title Intermediary. The Custodian Trustee shall not be obligated to release any document from any Receivable File unless it receives a release request trust receipt signed by a Servicing Officer in the form of Exhibit C E-1 hereto (the “Release Request”"Trust Receipt"). Such Release Request Trust Receipt shall obligate the Servicer to return such document(s) to the Custodian Trustee when the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify upon receipt of a certificate of a Servicing Officer substantially in the Release Request form of Exhibit E-2 hereto to the effect that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so deposited, the Trust Receipt shall be released by the Trustee to the Servicer.

Access to Receivable Files. The Custodian Trustee shall permit the Servicer Servicer, the Note Purchaser and the Noteholders access to the Receivable Files at all reasonable times during the Custodian’s Trustee's normal business hours. The Custodian Trustee shall, within two Business Days of the request of the Servicer, the Indenture Trustee Note Purchaser or the Owner Trusteeany Noteholder, execute such documents and instruments as are prepared by the Servicer, the Indenture Trustee Note Purchaser or the Owner Trustee such Noteholder and delivered to the CustodianTrustee, as the Servicer, the Indenture Trustee Note Purchaser or the Owner Trustee such Noteholder deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Grantor Trust Purchaser and any related insurance policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Custodian’s Trustee's sole discretion, after consultation with the Indenture Trustee, discretion does not conflict with this Agreement the Indenture or any other Basic Document and will not cause it undue risk or liability; provided, however, the Servicer shall ensure that the Custodian shall be provided full electronic access to the records of the Title Intermediary concerning Certificates of Title that are maintained in electronic form. The Custodian shall certify any electronic Certificate of Title by confirming the electronic information available from the Title Intermediary against the electronic information received from the Servicer with respect to electronic Certificates of Title. Wherever in this Agreement it states that the Custodian has possession of Receivable Files (or that CPS has delivered such Receivables Files), with respect to electronic Certificates of Title, it shall mean that the Custodian has received information sufficient to perform the verification set forth in the immediately preceding sentence. The Custodian will rely on, but cannot be responsible or liable for, verify or confirm, the content or accuracy of any information provided by the Title Intermediary. The Custodian Trustee shall not be obligated to release any document from any Receivable File unless it receives a release request signed by a Servicing Officer in the form of Exhibit C hereto (the “"Release Request”"); provided, however, if a Servicer Termination Event or Event of Default shall have occurred and is continuing, the Trustee shall not release any such Receivable File to the Servicer without the prior written consent of the Note Purchaser. Such Release Request shall obligate the Servicer to return such document(s) to the Custodian Trustee when the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify in the Release Request that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so deposited.

Access to Receivable Files. The Custodian Trustee shall permit the Servicer Servicer, the Note Purchaser and the Noteholders access to the Receivable Files at all reasonable times during the Custodian’s Trustee's normal business hours. The Custodian Trustee shall, within two Business Days of the request of the Servicer, the Indenture Trustee Note Purchaser or the Owner Trusteeany Noteholder, execute such documents and instruments as are prepared by the Servicer, the Indenture Trustee Note Purchaser or the Owner Trustee such Noteholder and delivered to the CustodianTrustee, as the Servicer, the Indenture Trustee Note Purchaser or the Owner Trustee such Noteholder deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Grantor Trust Purchaser and any related insurance policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Custodian’s Trustee's sole discretion, after consultation with the Indenture Trustee, discretion does not conflict with this Agreement the Indenture or any other Basic Document and will not cause it undue risk or liability; provided, however, the Servicer shall ensure that the Custodian shall be provided full electronic access to the records of the Title Intermediary concerning Certificates of Title that are maintained in electronic form. The Custodian shall certify any electronic Certificate of Title by confirming the electronic information available from the Title Intermediary against the electronic information received from the Servicer with respect to electronic Certificates of Title. Wherever in this Agreement it states that the Custodian has possession of Receivable Files (or that CPS has delivered such Receivables Files), with respect to electronic Certificates of Title, it shall mean that the Custodian has received information sufficient to perform the verification set forth in the immediately preceding sentence. The Custodian will rely on, but cannot be responsible or liable for, verify or confirm, the content or accuracy of any information provided by the Title Intermediary. The Custodian Trustee shall not be obligated to release any document from any Receivable File unless it receives a release request signed by a Servicing Officer in the form of Exhibit EXHIBIT C hereto (the “Release Request”"RELEASE REQUEST"); PROVIDED, HOWEVER, if a Servicer Termination Event or Event of Default shall have occurred and is continuing, the Trustee shall not release any such Receivable File to the Servicer without the prior written consent of the Note Purchaser. Such Release Request shall obligate the Servicer to return such document(s) to the Custodian Trustee when the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify in the Release Request that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so deposited. Each Release Request delivered to the Trustee pursuant to this SECTION 3.5 shall be forwarded by the Servicer to the Note Purchaser electronically or by facsimile within one (1) Business Day of delivery to the Trustee together with a list of all Receivables to be released by the Trustee pursuant to such Release Request.

Access to Receivable Files. The Custodian Trustee shall permit the Servicer Servicer, any Certificateholder and the Certificate Insurer access to the Receivable Files at all reasonable times during the Custodian’s Trustee's normal business hours; provided, however, that the Trustee shall provide such access to any Certificateholder only (i) in such cases where the Trustee is required by applicable statutes or regulations (whether applicable to the Trustee, the Servicer or to such Certificateholder) to permit such Certificateholder to review the Receivable Files or (ii) if an Insurer Default shall have occurred and be continuing. In addition, the Trustee shall provide such access to any Certificateholder at all reasonable times during the Trustee's normal business hours if an Event of Default shall have occurred and be continuing. In each case, such access shall be afforded without charge but only upon reasonable request. Each Certificateholder shall be deemed to have agreed by its acceptance of a Certificate to use its best efforts to hold in confidence all Confidential Information in accordance with its then customary procedures; provided that nothing herein shall prevent any Certificateholder from delivering copies of any financial statements and other documents whether or not constituting Confidential Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, officers, employees, agents and professional consultants, (ii) any other institutional investor that holds Certificates, (iii) any prospective institutional investor transferee in connection with the contemplated transfer of a Certificate or any part thereof or participation therein who is subject to confidentiality arrangements at least substantially similar hereto, (iv) any governmental authority, (v) the National Association of Insurance Commissioners or any similar organization, (vi) any nationally recognized rating agency in connection with the rating of the Certificates by such agency or (vii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any applicable law, rule, regulation or order, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which such Certificateholder is a party, or (d) in order to protect or enforce such Person's investment in any Certificate. The Custodian Trustee shall, within two Business Days of the request of the Servicer, the Indenture Trustee Servicer or the Owner TrusteeCertificate Insurer, execute such documents and instruments as are prepared by the Servicer, the Indenture Trustee Servicer or the Owner Trustee Certificate Insurer and delivered to the CustodianTrustee, as the Servicer, the Indenture Trustee Servicer or the Owner Trustee Certificate Insurer deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Grantor Trust and any related insurance policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Custodian’s Trustee's sole discretion, after consultation with the Indenture Trustee, discretion does not conflict with this Agreement and will not cause it undue risk or liability; provided, however, the Servicer shall ensure that the Custodian shall be provided full electronic access to the records of the Title Intermediary concerning Certificates of Title that are maintained in electronic form. The Custodian shall certify any electronic Certificate of Title by confirming the electronic information available from the Title Intermediary against the electronic information received from the Servicer with respect to electronic Certificates of Title. Wherever in this Agreement it states that the Custodian has possession of Receivable Files (or that CPS has delivered such Receivables Files), with respect to electronic Certificates of Title, it shall mean that the Custodian has received information sufficient to perform the verification set forth in the immediately preceding sentence. The Custodian will rely on, but cannot be responsible or liable for, verify or confirm, the content or accuracy of any information provided by the Title Intermediary. The Custodian Trustee shall not be obligated to release any document from any Receivable File unless it receives a release request trust receipt signed by a Servicing Officer in the form of Exhibit C E-1 hereto (the “Release Request”"Trust Receipt"). Such Release Request Trust Receipt shall obligate the Servicer to return such document(s) to the Custodian Trustee when the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify upon receipt of a certificate of a Servicing Officer substantially in the Release Request form of Exhibit E-2 hereto to the effect that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so deposited, the Trust Receipt shall be released by the Trustee to the Servicer.

Access to Receivable Files. (a) The Custodian shall permit inspection at all reasonable times upon at least two Business Days prior notice during regular business hours by the Insurance Provider or the Collateral Agent (or by its auditors when requested by the Insurance Provider or Collateral Agent, as applicable) of the Receivable Files and the records of the Custodian relating to this Custodian Agreement and the Collateral Agent (or its auditors when requested by the Insurance Provider or Collateral Agent, as applicable) to make copies of the Receivable Files and the records of the Custodian relating to this Custodian Agreement. (b) The Custodian shall promptly deliver to the Collateral Agent or its designee any or all Receivable Files and other items of Collateral in the Custodian's custody upon the written request of an Authorized Officer of the Collateral Agent. The Collateral Agent shall provide the Debtor and the Servicer access with a copy of any such request delivered to the Custodian. Written instructions as to the method of shipment and shipper(s) the Custodian is directed to utilize in connection with the delivery of Receivable Files in the performance of the Custodian's duties hereunder shall be delivered by the Collateral Agent to the Custodian prior to any shipment of Receivable Files pursuant to the request of Collateral Agent hereunder. The Collateral Agent will arrange for the provision of such services at its sole cost and expense (or, at the Custodian's option, reimburse the Custodian for all costs and expenses incurred by the Custodian consistent with such instructions) and will maintain such insurance against loss or damage to the Receivable Files at all reasonable times during as the Custodian’s normal business hoursDebtor and the Servicer reasonably deem appropriate. The Custodian shall, within two Business Days "Authorized Officer of the request Collateral Agent" shall mean an officer certified by the Secretary of the Servicer, Collateral Agent as an officer who is authorized to give instructions to the Indenture Trustee or the Owner Trustee, execute such documents and instruments Custodian as are prepared by the Servicer, the Indenture Trustee or the Owner Trustee and set forth on a certificate delivered to the Custodian, as Custodian and the Servicer, Insurance Provider on the Indenture Trustee Closing Date or the Owner Trustee deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Grantor Trust and any related insurance policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Custodian’s sole discretion, after consultation with the Indenture Trustee, does not conflict with this Agreement and will not cause it undue risk or liability; provided, however, the Servicer shall ensure that the Custodian shall be provided full electronic access to the records of the Title Intermediary concerning Certificates of Title that are maintained in electronic form. The Custodian shall certify any electronic Certificate of Title by confirming the electronic information available from the Title Intermediary against the electronic information received from the Servicer with respect to electronic Certificates of Title. Wherever in this Agreement it states that the Custodian has possession of Receivable Files (or that CPS has subsequent certificate delivered such Receivables Files), with respect to electronic Certificates of Title, it shall mean that the Custodian has received information sufficient to perform the verification set forth in the immediately preceding sentence. The Custodian will rely on, but cannot be responsible or liable for, verify or confirm, the content or accuracy of any information provided by the Title Intermediary. The Custodian shall not be obligated to release any document from any Receivable File unless it receives a release request signed by a Servicing Officer in the form of Exhibit C hereto (the “Release Request”). Such Release Request shall obligate the Servicer to return such document(s) to the Custodian when and the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify in the Release Request that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so depositedInsurance Provider.

Access to Receivable Files. The Custodian Trustee shall permit the Servicer Servicer, any Securityholder and the Credit Enhancer access to the Receivable Files at all reasonable times during the Custodian’s Trustee's normal business hours; provided, however, that the Trustee shall provide such access to any Securityholder only (i) in such cases where the Trustee is required by applicable statutes or regulations (whether applicable to the Trustee, the Servicer or to such Securityholder) to permit such Securityholder to review the Receivable Files or (ii) if a Credit Enhancer Default shall have occurred and be continuing. In addition, the Trustee shall provide such access to any Securityholder at all reasonable times during the Trustee's normal business hours if an Event of Default shall have occurred and be continuing. In each case, such access shall be afforded without charge but only upon reasonable request. Each Securityholder shall be deemed to have agreed by its acceptance of a Note or Certificate to use its best efforts to hold in confidence all Confidential Information in accordance with its then customary procedures; provided that nothing herein shall prevent any Securityholder from delivering copies of any financial statements and other documents whether or not constituting Confidential Information, and disclosing other information, whether or not Confidential Information, to (i) its directors, officers, employees, agents and professional consultants, (ii) any other institutional investor that holds Notes or Certificates, (iii) any prospective institutional investor transferee in connection with the contemplated transfer of a Note or Certificate or any part thereof or participation therein who is subject to confidentiality arrangements at least substantially similar hereto, (iv) any governmental authority, (v) the National Association of Insurance Commissioners or any similar organization, (vi) any nationally recognized rating agency in connection with the rating of the Certificates by such agency or (vii) any other Person to which such delivery or disclosure may be necessary or appropriate (a) in compliance with any applicable law, rule, regulation or order, (b) in response to any subpoena or other legal process, (c) in connection with any litigation to which such Securityholder is a party, or (d) in order to protect or enforce such Person's investment in any Note Certificate. The Custodian Trustee shall, within two Business Days of the request of the Servicer, the Indenture Owner Trustee or the Owner TrusteeCredit Enhancer, execute such documents and instruments as are prepared by the Servicer, the Indenture Owner Trustee or the Owner Trustee Credit Enhancer and delivered to the CustodianTrustee, as the Servicer, the Indenture Owner Trustee or the Owner Trustee Credit Enhancer deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Grantor Trust and any related insurance policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Custodian’s Trustee's sole discretion, after consultation with the Indenture Trustee, discretion does not conflict with this Agreement and will not cause it undue risk or liability; provided, however, the Servicer shall ensure that the Custodian shall be provided full electronic access to the records of the Title Intermediary concerning Certificates of Title that are maintained in electronic form. The Custodian shall certify any electronic Certificate of Title by confirming the electronic information available from the Title Intermediary against the electronic information received from the Servicer with respect to electronic Certificates of Title. Wherever in this Agreement it states that the Custodian has possession of Receivable Files (or that CPS has delivered such Receivables Files), with respect to electronic Certificates of Title, it shall mean that the Custodian has received information sufficient to perform the verification set forth in the immediately preceding sentence. The Custodian will rely on, but cannot be responsible or liable for, verify or confirm, the content or accuracy of any information provided by the Title Intermediary. The Custodian Trustee shall not be obligated to release any document from any Receivable File unless it receives a release request trust receipt signed by a Servicing Officer in the form of Exhibit C hereto (the “Release Request”"Trust Receipt"). Such Release Request Trust Receipt shall obligate the Servicer to return such document(s) to the Custodian Trustee when the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify upon receipt of a certificate of a Servicing Officer substantially in the Release Request form of Exhibit D hereto to the effect that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so deposited, the Trust Receipt shall be released by the Trustee to the Servicer.

Access to Receivable Files. The Custodian Trustee shall permit the Servicer and the Note Insurer access to the Receivable Files at all reasonable times during the Custodian’s Trustee's normal business hours. The Custodian Trustee shall, within two Business Days of the request of the Servicer, the Indenture Owner Trustee or the Owner TrusteeNote Insurer, execute such documents and instruments as are prepared by the Servicer, the Indenture Owner Trustee or the Owner Trustee Note Insurer and delivered to the CustodianTrustee, as the Servicer, the Indenture Owner Trustee or the Owner Trustee Note Insurer deems necessary to permit the Servicer, in accordance with its customary servicing procedures, to enforce the Receivable on behalf of the Grantor Trust and any related insurance policies covering the Obligor, the Receivable or Financed Vehicle so long as such execution in the Custodian’s Trustee's sole discretion, after consultation with the Indenture Trustee, discretion does not conflict with this Agreement and will not cause it undue risk or liability; provided, however, the Servicer shall ensure that the Custodian shall be provided full electronic access to the records of the Title Intermediary concerning Certificates of Title that are maintained in electronic form. The Custodian shall certify any electronic Certificate of Title by confirming the electronic information available from the Title Intermediary against the electronic information received from the Servicer with respect to electronic Certificates of Title. Wherever in this Agreement it states that the Custodian has possession of Receivable Files (or that CPS has delivered such Receivables Files), with respect to electronic Certificates of Title, it shall mean that the Custodian has received information sufficient to perform the verification set forth in the immediately preceding sentence. The Custodian will rely on, but cannot be responsible or liable for, verify or confirm, the content or accuracy of any information provided by the Title Intermediary. The Custodian Trustee shall not be obligated to release any document from any Receivable File unless it receives a release request signed by a Servicing Officer in the form of Exhibit C hereto (the “"Release Request”"). Such Release Request shall obligate the Servicer to return such document(s) to the Custodian Trustee when the need therefor no longer exists unless the Receivable shall be liquidated, in which case, the Servicer shall certify in the Release Request that all amounts required to be deposited in the Collection Account with respect to such Receivable have been so deposited. Trustee to Deliver Monthly Receivable File Report. Within three Business Days after the end of a month in which the Trustee releases any Receivable Files to the Servicer or after any subsequent month in which such Receivable Files remain outstanding pursuant to Section 3.5 hereof, the Trustee shall deliver to the Note Insurer and the Servicer a monthly report which identifies all Receivable Files released to the Servicer and not yet returned to the Trustee.