Common use of Affirmative Covenants of the Servicer Clause in Contracts

Affirmative Covenants of the Servicer. From the date hereof until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust shall otherwise consent in writing: (a) comply in all respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties, all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to have a Material Adverse Effect; (c) hold as trust property for and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “Location of Records” in Schedule “B” (provided that, as may be necessary, originals may be delivered to any law firm acting on behalf of the Servicer in connection with any claims or proceedings connected with a Pool Asset) with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (ii) the original credit application, credit analysis and credit agency report (unless no such report could be obtained in respect of the Obligor) and “credit bureau score” and “custom score” records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related Security; and (iv) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder; (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s performance hereunder with any of the Servicer’s officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event has occurred and is continuing, the Trust shall not be reimbursed for more than four such examinations in any year and, if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (k) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust at any reasonable time and from time to time to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “Location of Records” in Schedule “B”, and each such notice shall be deemed to amend Schedule “B” accordingly; (n) provide to the Trust not less than 30 days’ prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s written consent, such consent not to be unreasonably withheld, request the Servicer’s auditors to assist the Trust’s auditors to the extent and in such manner as is reasonably required for the Trust’s auditors to report on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust within 30 days.

Affirmative Covenants of the Servicer. From the date hereof until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust shall otherwise consent in writing: (a) comply in all respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties, all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to have a Material Adverse Effect; (c) hold as trust property for and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “Location of Records” in Schedule “B” B (provided that, as may be necessary, originals may be delivered to any law firm acting on behalf of the Servicer in connection with any claims or proceedings connected with a Pool Asset) with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (ii) the original credit application, credit analysis and credit agency report (unless no such report could be obtained in respect of the Obligor) and “credit bureau score” and “custom score” records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related Security; and (iv) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s interest in any Pool Assets with respect thereto or the collectability collectibility or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder; (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s performance hereunder with any of the Servicer’s officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event has occurred and is continuing, the Trust shall not be reimbursed for more than four such examinations in any year and, if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (k) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust at any reasonable time and from time to time to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “Location of Records” in Schedule “B”, and each such notice shall be deemed to amend Schedule “B” B accordingly; (n) provide to the Trust not less than 30 days’ prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s written consent, such consent not to be unreasonably withheld, request the Servicer’s auditors to assist the Trust’s auditors to the extent and in such manner as is reasonably required for the Trust’s auditors to report on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust within 30 days.

Affirmative Covenants of the Servicer. From Unless the date hereof until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust Agent shall otherwise consent in writingwriting (provided, however, that the Agent may not provide such consent with respect to the Agent’s rights under Section 5.04(e)), the Servicer shall: (a) perform each of its obligations under the Basic Documents to which it is a party and comply in all respects with all of its obligations under the Basic Documents to which it is a party and comply with all applicable laws, rules, regulations and orders with respect to itthe Basic Documents, to its business and propertiesproperties and to all Collateral, including without limitation, all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies related Collections with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, organization and qualify in each jurisdiction where it is qualified or required to be qualified to do business and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges or qualification would materially adversely affect (A) the rights or interests of the Agent for the benefit of the Secured Parties in the Receivables, (B) the collectability of any Receivable, (C) the ability of the Servicer to perform its obligations hereunder, or (D) the ability of the Borrower to perform its obligations under this Agreement or under its Receivables, and qualifications could reasonably be expected to have a Material Adverse Effectconduct its business in accordance with the terms of its Operating Agreement and all applicable laws; (c) hold as trust property for and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “Location of Records” in Schedule “B” (provided that, as may be necessary, originals may cause to be delivered to the Agent on or before one hundred twenty (120) days after the end of each year, an Officer’s Certificate of the Servicer, dated the date of such delivery, bringing down to such date the matters set forth in the Officer’s Certificate in the form of Exhibit E delivered pursuant to Section 3.01(c)(iv); (d) deposit or cause to be deposited all Collections it may receive in respect of the Collateral into the Lockbox Account (or, if so required pursuant to this Agreement, the Collection Account) within one (1) Business Day of receipt and not permit to be deposited in the Lockbox Account or the Collection Account amounts other than Collections, Deemed Collections and other amounts required under this Agreement to be deposited into the Lockbox Account or the Collection Account; (e) cooperate fully with all reasonable requests of the Agent for information or documents necessary or desirable to allow each of the Lenders and the Agent to carry out its responsibilities hereunder and under the other Basic Documents; (f) as soon as available and in any law firm acting on behalf event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Servicer, a copy of its consolidated financial statements (including consolidating schedules with respect to the Borrower), certified by the chief financial officer, chief accounting officer or such other officer of the Parent that is responsible for preparing such information, identifying such documents as being the documents described in this Section and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as of the end of such quarters and for the periods then ended; provided that its obligation shall be satisfied by delivery of such financial statements by the Borrower pursuant to Section 5.02(d); (g) permit the Agent (A) to make or cause to be made, inspections and audits of any books, records and papers of the Servicer relating to the Collateral and to make extracts therefrom and copies thereof, or to make inspections and examinations of any properties or facilities of the Servicer, on reasonable notice, at all such reasonable times and as often as required in connection order to assure that the Servicer is and will be in compliance with its obligations under any claims Basic Documents to which it is a party and (B) to conduct background checks with respect to key personnel of the Servicer hired after the Closing Date to replace personnel that the Agent had conducted background checks upon in advance of the Closing Date; provided, however, that, without limiting the foregoing provisions, the Borrower shall reimburse the Agent for the reasonable and customary fees and expenses incurred by the Agent to conduct the audits and inspections referenced in clause (A) above in an amount not to exceed $30,000, in the aggregate, in the aggregate (inclusive of amounts under Section 5.01(i) and Section 8.04(a)), in any calendar year; provided that any such fees and expenses incurred at any time that a Potential Event of Default or an Event of Default shall have occurred and is continuing shall be disregarded for purposes of such cap. (h) pay, perform and discharge all of its obligations and liabilities, including, without limitation, all taxes, assessments and governmental charges upon its income and properties when due, unless and only to the extent that such obligations, liabilities, taxes, assessments and governmental charges shall be contested in good faith and by appropriate proceedings connected and that, to the extent required by GAAP, proper and adequate book reserves relating thereto are established and then only to the extent that a bond is filed in cases where the filing of a bond is necessary to avoid the creation of an Adverse Claim against any of its properties; (i) maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply in all material respects and at all times with the provisions of all leases to which it is a Pool Assetparty or under which it occupies property, so as to prevent any material loss or forfeiture thereof or thereunder; (j) keep adequate records and books of account with complete entries made in accordance with GAAP consistently applied reflecting all of its financial transactions, including, but not limited to, all transactions between or among the Servicer and its Affiliates; (k) cause all Perfection Actions to be taken with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (iil) the original credit application, credit analysis and credit agency report (unless no such report could be obtained comply in respect of the Obligor) and “credit bureau score” and “custom score” records, if any, relating to the Obligor, all in accordance material respects with the Credit and Collection Policies; (iii) all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related SecurityPolicies and Procedures; and (iv) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder; (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s performance hereunder with any of the Servicer’s officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event has occurred and is continuing, the Trust shall not be reimbursed for more than four such examinations in any year and, if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (km) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller it under the Contracts Basic Documents to which it is a party, maintain such Basic Documents in connection full force and effect, enforce each such Basic Document in accordance with it respective terms, and, at the Pool Assets; (l) permit request of the Trust at any Agent, make to the parties to such agreements such reasonable time demands and from time requests for information and reports or for action as the Agent may request to time to inspect the data processing systems used by extent that the Servicer is entitled to service, administer and collect do the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “Location of Records” in Schedule “B”, and each such notice shall be deemed to amend Schedule “B” accordingly;same thereunder. (n) provide Cause the Parent to maintain a policy of insurance (in form and substance reasonably acceptable to the Trust not less than 30 days’ prior notice Agent), covering crime, fraud, dishonesty, fidelity and forgery by employees of any change the Parent and its Subsidiaries, with respect to losses of the Parent and/or its Subsidiaries, in an amount of at least $1 million or such greater amount as is customary for companies in the name same industry and business as the Parent and its Subsidiaries. Such insurance coverage shall be maintained throughout the term of this Agreement and the Servicer as stated in its constating documents;shall provide annual evidence thereof to the Agent within thirty (30) days after the end of each calendar year. (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s written consent, such consent not to be unreasonably withheld, request the Servicer’s auditors to assist the Trust’s auditors to the extent and in such manner as is reasonably required for the Trust’s auditors to report on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Termination Event or a Cash Reserve Event, the The Servicer shall provide the notices to Obligors required pursuant to Section 5.01(s) in the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, manner and at a place selected by, the Trust within 30 daystimes provided in such Section.

Affirmative Covenants of the Servicer. From the date hereof until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust and the Financial Services Agent shall otherwise consent in writing: (a) comply in all respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties, all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-extra- provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to have a Material Adverse Effect; (c) hold as trust property for and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “Location of Records” in Schedule “B” (provided that, as may be necessary, originals may be delivered to any law firm acting on behalf of the Servicer in connection with any claims or proceedings connected with a Pool Asset) with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (ii) the original credit application, credit analysis and credit agency report (unless no such report could be obtained in respect of the Obligor) and “credit bureau score” and “custom score” records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related Security; and (iv) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust Trust, the Agents or the Financial Services of its their respective rights under this AgreementAgreement and the Related Documents, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder; (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon not less than five Business Days’ prior notice, subject to Section 10.910.8, (A) assemble such of the Records or copies thereof as may reasonably be requested by the Trust Agents or the Financial Services Agent and make same available to the Trust Agents and the Financial Services Agent at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its Agents and the Financial Services Agent and their respective agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its Agents and the Financial Services Agent and their respective agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s performance hereunder with any of the Servicer’s officers or employees having knowledge of such matters, provided that each of the Trust Agents and the Financial Services Agent shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust Agents and the Financial Services Agent shall not be reimbursed for more than two such examinations in any yearyear in the aggregate, if a Cash Reserve Event has occurred and is continuing, the Trust Agents and the Financial Services Agent shall not be reimbursed for more than four such examinations in any year in the aggregate and, if a Trigger Event has occurred and is continuing, the Trust Agents and the Financial Services Agent shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of such programs to the Trust Financial Services Agent for the limited purpose of permitting the Trust Financial Services Agent or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (k) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust Agents and the Financial Services Agent at any reasonable time and from time to time time, upon not less than five Business Days’ prior notice, to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that each of the Trust Agents and the Financial Services Agent shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust and the Financial Services Agent not less than 30 days’ prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “Location of Records” in Schedule “B”, and each such notice shall be deemed to amend Schedule “B” accordingly; (n) provide to the Trust and the Financial Services Agent not less than 30 days’ prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust Financial Services Agent to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust Financial Services Agent and with the Servicer’s written consent, such consent not to be unreasonably withheld, request the Servicer’s auditors to assist the Trust’s auditors of the Trust and Lenders to the extent and in such manner as is reasonably required for the Trust’s such auditors to report on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Servicer Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and each of the Trust and the Financial Services Agent (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records Records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust Financial Services Agent shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust Financial Services Agent within 30 days.

Affirmative Covenants of the Servicer. From the date hereof until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust shall otherwise consent in writing: (a) comply in all respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties, all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to have a Material Adverse Effect; (c) hold as trust property for and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “"Location of Records” " in Schedule “"B” " (provided that, as may be necessary, originals may be delivered to any law firm acting on behalf of the Servicer in connection with any claims or proceedings connected with a Pool Asset) with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (ii) the original credit application, credit analysis and credit agency report (unless no such report could be obtained in respect of the Obligor) and “"credit bureau score” " and “"custom score” " records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related Security; and (iv) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s 's interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s 's interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder; (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ ' prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s 's performance hereunder with any of the Servicer’s 's officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event has occurred and is continuing, the Trust shall not be reimbursed for more than four such examinations in any year and, if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (k) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust at any reasonable time and from time to time to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ ' prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “"Location of Records” " in Schedule “"B”", and each such notice shall be deemed to amend Schedule “"B” " accordingly; (n) provide to the Trust not less than 30 days’ ' prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s 's written consent, such consent not to be unreasonably withheld, request the Servicer’s 's auditors to assist the Trust’s 's auditors to the extent and in such manner as is reasonably required for the Trust’s 's auditors to report on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Servicer Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records Records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust within 30 days.

Affirmative Covenants of the Servicer. From Unless the date hereof until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust Agent shall otherwise consent in writing, the Servicer shall: (a) perform each of its obligations under the Basic Documents to which it is a party and comply in all respects with all of its obligations under the Basic Documents to which it is a party and comply with all applicable laws, rules, regulations and orders with respect to itthe Basic Documents, to its business and propertiesproperties and to all Collateral, including without limitation, all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies related Collections with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, organization and qualify in each jurisdiction where it is qualified or required to be qualified to do business and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges or qualification would materially adversely affect (A) the rights or interests of the Agent for the benefit of the Secured Parties in the Receivables, (B) the collectability of any Receivable, (C) the ability of the Servicer to perform its obligations hereunder, or (D) the ability of the Borrower to perform its obligations under this Agreement or under its Receivables, and qualifications could reasonably be expected to have a Material Adverse Effectconduct its business in accordance with the terms of its Operating Agreement and all applicable laws; (c) hold as trust property for and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “Location of Records” in Schedule “B” (provided that, as may be necessary, originals may cause to be delivered to the Agent on or before one hundred twenty (120) days after the end of each year, an Officer’s Certificate of the Servicer, dated the date of such delivery, bringing down to such date the matters set forth in the Officer’s Certificate in the form of Exhibit D hereto delivered pursuant to Section 3.03(c)(iv); (d) deposit or cause to be deposited all Collections it may receive in respect of the Collateral into the Lockbox Account applicable thereto or, if so required pursuant to this Agreement, the Collection Account applicable thereto within one (1) Business Day of receipt (in the case of Collections on UK Receivables, if such Business Day is not also a London Business Day then no later than the next London Business Day thereafter that also is a Business Day) and not permit to be deposited in the Lockbox Accounts or the Collection Accounts amounts other than Collections, Deemed Collections and other amounts required under this Agreement to be deposited into the Lockbox Accounts or the Collection Accounts; (e) cooperate fully with all reasonable requests of the Agent for information or documents necessary or desirable to allow each of the Lenders and the Agent to carry out its responsibilities hereunder and under the other Basic Documents; (f) as soon as available and in any law firm acting on behalf event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Servicer, a copy of its consolidated financial statements (including consolidating schedules with respect to the Borrower), certified by the chief financial officer, chief accounting officer or such other officer of the Parent that is responsible for preparing such information, identifying such documents as being the documents described in this Section and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as of the end of such quarters and for the periods then ended; provided that its obligation shall be satisfied by delivery of such financial statements by the Borrower pursuant to Section 5.02(d); (g) permit the Agent (A) to make or cause to be made, inspections and audits of any books, records and papers of the Servicer relating to the Collateral and to make extracts therefrom and copies thereof, or to make inspections and examinations of any properties or facilities of the Servicer, on reasonable notice, at all such reasonable times and as often as required in connection order to assure that the Servicer is and will be in compliance with its obligations under any claims Basic Documents to which it is a party and (B) to conduct background checks with respect to key personnel of the Servicer hired after the Original Closing Date to replace personnel that the Agent had conducted background checks upon in advance of the Original Closing Date; provided, however, that, without limiting the foregoing provisions, the Borrower shall reimburse the Agent for the reasonable and customary fees and expenses incurred by the Agent to conduct the audits and inspections referenced in clause (A) above in an amount not to exceed $30,000, in the aggregate, in the aggregate (inclusive of amounts under Section 5.01(i) and Section 8.04(a)), in any calendar year; provided that any such fees and expenses incurred at any time that a Potential Event of Default or an Event of Default shall have occurred and is continuing shall be disregarded for purposes of such cap; (h) pay, perform and discharge all of its obligations and liabilities, including, without limitation, all taxes, assessments and governmental charges upon its income and properties when due, unless and only to the extent that such obligations, liabilities, taxes, assessments and governmental charges shall be contested in good faith and by appropriate proceedings connected and that, to the extent required by GAAP, proper and adequate book reserves relating thereto are established and then only to the extent that a bond is filed in cases where the filing of a bond is necessary to avoid the creation of an Adverse Claim against any of its properties; (i) maintain and preserve all of its properties necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply in all material respects and at all times with the provisions of all leases to which it is a Pool Assetparty or under which it occupies property, so as to prevent any material loss or forfeiture thereof or thereunder; (j) keep adequate records and books of account with complete entries made in accordance with GAAP consistently applied reflecting all of its financial transactions, including, but not limited to, all transactions between or among the Servicer and its Affiliates; (k) cause all Perfection Actions to be taken with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (iil) the original credit application, credit analysis and credit agency report (unless no such report could be obtained comply in respect of the Obligor) and “credit bureau score” and “custom score” records, if any, relating to the Obligor, all in accordance material respects with the Credit and Collection Policies; (iii) all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related SecurityPolicies and Procedures; and (iv) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder; (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s performance hereunder with any of the Servicer’s officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event has occurred and is continuing, the Trust shall not be reimbursed for more than four such examinations in any year and, if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (km) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller it under the Contracts Basic Documents to which it is a party, maintain such Basic Documents in connection full force and effect, enforce each such Basic Document in accordance with it respective terms, and, at the Pool Assets; (l) permit request of the Trust at any Agent, make to the parties to such agreements such reasonable time demands and from time requests for information and reports or for action as the Agent may request to time to inspect the data processing systems used by extent that the Servicer is entitled to service, administer and collect do the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “Location of Records” in Schedule “B”, and each such notice shall be deemed to amend Schedule “B” accordingly;same thereunder. (n) provide Cause the Parent to maintain a policy of insurance (in form and substance reasonably acceptable to the Trust not less than 30 days’ prior notice Agent), covering crime, fraud, dishonesty, fidelity and forgery by employees of any change the Parent and its Subsidiaries, with respect to losses of the Parent and/or its Subsidiaries, in an amount of at least $1 million or such greater amount as is customary for companies in the name same industry and business as the Parent and its Subsidiaries. Such insurance coverage shall be maintained throughout the term of this Agreement and the Servicer as stated in its constating documents;shall provide annual evidence thereof to the Agent within thirty (30) days after the end of each calendar year. (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s written consent, such consent not to be unreasonably withheld, request the Servicer’s auditors to assist the Trust’s auditors to the extent and in such manner as is reasonably required for the Trust’s auditors to report on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Termination Event or a Cash Reserve Event, the The Servicer shall provide the notices to Contract Obligors required pursuant to Section 5.01(s) in the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, manner and at a place selected by, the Trust within 30 daystimes provided in such Section.

Affirmative Covenants of the Servicer. From the date hereof until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust shall otherwise consent in writing: (a) comply in all respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties, all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to have a Material Adverse Effect; (c) hold as trust property for and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “"Location of Records” " in Schedule “"B” " (provided that, as may be necessary, originals may be delivered to any law firm acting on behalf of the Servicer in connection with any claims or proceedings connected with a Pool Asset) with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (ii) the original credit application, credit analysis and credit agency report (unless no such report could be obtained in respect of the Obligor) and “"credit bureau score” " and “"custom score” " records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related Security; and (iv) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s 's interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s 's interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder; (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ ' prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s 's performance hereunder with any of the Servicer’s 's officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event has occurred and is continuing, the Trust shall not be reimbursed for more than four such examinations in any year and, if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (k) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust at any reasonable time and from time to time to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ ' prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “"Location of Records” " in Schedule “"B”", and each such notice shall be deemed to amend Schedule “"B” " accordingly; (n) provide to the Trust not less than 30 days’ ' prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s 's written consent, such consent not to be unreasonably withheld, request the Servicer’s 's auditors to assist the Trust’s 's auditors to the extent and in such manner as is reasonably required for the Trust’s 's auditors to report on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust within 30 days.

Affirmative Covenants of the Servicer. From the date hereof until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust shall otherwise consent in writing: (a) comply in all respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties, all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to have a Material Adverse Effect; (c) hold as trust property for and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “"Location of Records” " in Schedule “"B” " (provided that, as may be necessary, originals may be delivered to any law firm acting on behalf of the Servicer in connection with any claims or proceedings connected with a Pool Asset) with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) i. the original Contracts applicable to the Pool Receivables; (ii) . the original credit application, credit analysis and credit agency report (unless no such report could be obtained in respect of the Obligor) and “"credit bureau score” " and “"custom score” " records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) . all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related Security; and (iv) . any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s 's interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s 's interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder; (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ ' prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s 's performance hereunder with any of the Servicer’s 's officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event has occurred and is continuing, the Trust shall not be reimbursed for more than four such examinations in any year and, if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (k) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust at any reasonable time and from time to time to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ ' prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “"Location of Records” " in Schedule “"B”", and each such notice shall be deemed to amend Schedule “"B” " accordingly; (n) provide to the Trust not less than 30 days’ ' prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s 's written consent, such consent not to be unreasonably withheld, request the Servicer’s 's auditors to assist the Trust’s 's auditors to the extent and in such manner as is reasonably required for the Trust’s 's auditors to report on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Servicer Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records Records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust within 30 days.

Affirmative Covenants of the Servicer. From the date hereof until the Final Termination Date, the The Servicer hereby covenants and agrees that it will, unless during the Trust shall otherwise consent in writingterm of this Insurance Agreement: (a) comply in all respects with all applicable lawsIt shall, rulesfor the benefit of MBIA, regulations and orders with respect to it, its business and properties, all Pool Assets and the performance perform each of its obligations agreements, warranties and indemnities contained in the Basic Documents, which are hereby incorporated by reference into this Insurance Agreement as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property if set forth herein in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect;full. (b) preserve and maintain its corporate existenceExcept in accordance with any provision of the Basic Documents that expressly states that the consent of MBIA is not required, rightsit shall not terminate (except in accordance with the terms thereof), franchises and privileges amend, waive or otherwise modify the Basic Documents or any term or provision thereof, or the performance of any of the terms of any of the foregoing, unless such amendment, waiver or modification is approved in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to have a Material Adverse Effect;writing by MBIA. (c) hold It shall furnish to MBIA, promptly after the occurrence of any Servicer Default under the Sale and Servicing Agreement, any Event of Default under the Indenture or of a Trigger Event under this Insurance Agreement, a certificate of an appropriate officer of the Servicer setting forth the circumstances of such Servicer Default, Event of Default or Trigger Event, and any action taken or proposed to be taken by the Servicer with respect thereto and furnish to MBIA such other information with respect to any such Servicer Default, Event of Default or Trigger Event as trust property for MBIA may reasonably request. (d) It shall deliver to MBIA the annual statement of compliance described in Section 3.09 of the Sale and Servicing Agreement by the date specified in Section 3.09 of the Sale and Servicing Agreement. (e) It will furnish to MBIA a copy of each material certificate, report, statement, notice or other written communication furnished by or on behalf of it, to Noteholders or to the Trust Indenture Trustee concurrently therewith and furnish to MBIA promptly after receipt thereof, a copy of each notice, demand or other communication received by it from the SellerIndenture Trustee, at any one Owner Trustee, Holder or Holders of 10% or more of the offices designated under Notes or Standard & Poor’s, Moody’s or any other rating agency rating the heading “Location of Records” Notes, in Schedule “B” (provided that, as may be necessary, originals may be delivered each case with respect to any law firm acting on behalf of the Notes or the Basic Documents. (f) It will, on each Servicer Report Date, furnish to MBIA a copy of the Distribution Date Statement with respect to the Collection Period relating to such Servicer Report Date and if not contained therein, such information regarding the Spread Account and the Policy, in such form and substance as MBIA may reasonably require. (g) It will, at all times during the term hereof, upon the reasonable request of MBIA and upon reasonable notice and at MBIA’s cost and expense, permit MBIA or its authorized agent, at reasonable times, at no charge, to inspect and audit the Contract Files, including those 8 Insurance Agreement held by any subservicer or custodian and any other documents and records relating to the servicing of the Contracts, including computer records relating to the Contracts and will cause its personnel to assist in any examination of such records. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably interfere with the business of the Servicer, any such custodian, its normal operations or its employee or customer relations. Any information obtained by MBIA pursuant to the activities contemplated in this Section 4.01(f) shall be held in confidence by MBIA unless (i) such information has become available to the public other than as a result of a disclosure by or through MBIA or (ii) such information was available to MBIA on a nonconfidential basis prior to its disclosure to MBIA hereunder, or (iii) MBIA should be required in connection with any claims legal or proceedings connected with a Pool Asset) with respect regulatory proceeding to each Pool Receivable, until disclose such information. The Contract Files and records relating thereto will be maintained at the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (ii) the original credit application, credit analysis addresses and credit agency report (unless no such report could be obtained in respect of the Obligor) and “credit bureau score” and “custom score” records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) all other documents that locations as the Servicer shall keep on file, have notified MBIA in accordance with its customary procedures, evidencing writing prior to the Related Security; and (iv) any Closing Date and all other documents that as the Servicer shall keep on file, otherwise advise MBIA in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder;writing. (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof So long as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s performance hereunder with any of the Servicer’s officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event no Insurer Default has occurred and is continuing, the Trust Servicer shall not be reimbursed for more than four such examinations in any year and, change its Customary Servicing Practices without the consent of MBIA if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of determines that such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (k) at its expense, timely and fully perform and comply in all a change would have a material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust at any reasonable time and from time to time to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “Location of Records” in Schedule “B”, and each such notice shall be deemed to amend Schedule “B” accordingly; (n) provide to the Trust not less than 30 days’ prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s written consent, such consent not to be unreasonably withheld, request the Servicer’s auditors to assist the Trust’s auditors to the extent and in such manner as is reasonably required for the Trust’s auditors to report adverse effect on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller MBIA or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust within 30 daysNoteholders.

Affirmative Covenants of the Servicer. From the date hereof until the Final Termination Date, the The Servicer hereby covenants and agrees that it will, unless during the Trust shall otherwise consent in writingterm of this Insurance Agreement: (a) comply in all respects with all applicable lawsIt shall, rulesfor the benefit of FGIC, regulations and orders with respect to it, its business and properties, all Pool Assets and the performance perform each of its obligations agreements, warranties and indemnities contained in the Basic Documents, which are hereby incorporated by reference into this Insurance Agreement as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property if set forth herein in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect;full. (b) preserve and maintain its corporate existenceExcept in accordance with any provision of the Basic Documents that expressly states that the consent of FGIC is not required, rightsit shall not terminate (except in accordance with the terms thereof), franchises and privileges amend, waive or otherwise modify the Basic Documents or any term or provision thereof, or the performance of any of the terms of any of the foregoing, unless such amendment, waiver or modification is approved in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to have a Material Adverse Effect;writing by FGIC. (c) hold It shall furnish to FGIC, promptly after the occurrence of any Servicer Default under the Sale and Servicing Agreement, any Event of Default under the Indenture or of a Trigger Event under this Insurance Agreement, a certificate of an appropriate officer of the Servicer setting forth the circumstances of such Servicer Default, Event of Default or Trigger Event, and any action taken or proposed to be taken by the Servicer with respect thereto and furnish to FGIC such other information with respect to any such Servicer Default, Event of Default or Trigger Event as trust property for FGIC may reasonably request. (d) It shall deliver to FGIC the annual statement of compliance described in Section 3.09 of the Sale and Servicing Agreement by the date specified in Section 3.09 of the Sale and Servicing Agreement. (e) It will furnish to FGIC a copy of each material certificate, report, statement, notice or other written communication furnished by or on behalf of it, to Noteholders or to the Trust Indenture Trustee concurrently therewith and furnish to FGIC promptly after receipt thereof, a copy of each notice, demand or other communication received by it from the SellerIndenture Trustee, at any one Owner Trustee, Holder or Holders of 10% or more of the offices designated under Notes or Standard & Poor’s, Xxxxx’x or any other rating agency rating the heading “Location of Records” Notes, in Schedule “B” (provided that, as may be necessary, originals may be delivered each case with respect to any law firm acting on behalf of the Notes or the Basic Documents. (f) It will, on each Servicer Report Date, furnish to FGIC a copy of the Distribution Date Statement with respect to the Collection Period relating to such Servicer Report Date and if not contained therein, such information regarding the Spread Account and the Policy, in such form and substance as FGIC may reasonably require. (g) It will, at all times during the term hereof, upon the reasonable request of FGIC and upon reasonable notice and at FGIC’s cost and expense, permit FGIC or its authorized agent, at reasonable times, at no charge, to inspect and audit the Contract Files, including those held by any subservicer or custodian and any other documents and records relating to the servicing of the Contracts, including computer records relating to the Contracts and will cause its personnel to assist in any examination of such records. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably interfere with the business of the Servicer, any such custodian, its normal operations or its employee or customer relations. Any information obtained by FGIC pursuant to the activities contemplated in this Section 4.01(f) shall be held in confidence by FGIC unless (i) such information has become available to the public other than as a result of a disclosure by or through FGIC or (ii) such information was available to FGIC on a nonconfidential basis prior to its disclosure to FGIC hereunder, or (iii) FGIC should be required in connection with any claims legal or proceedings connected with a Pool Asset) with respect regulatory proceeding to each Pool Receivable, until disclose such information. The Contract Files and records relating thereto will be maintained at the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (ii) the original credit application, credit analysis addresses and credit agency report (unless no such report could be obtained in respect of the Obligor) and “credit bureau score” and “custom score” records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) all other documents that locations as the Servicer shall keep on file, have notified FGIC in accordance with its customary procedures, evidencing writing prior to the Related Security; and (iv) any Closing Date and all other documents that as the Servicer shall keep on file, otherwise advise FGIC in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder;writing. (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof So long as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s performance hereunder with any of the Servicer’s officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event no Insurer Default has occurred and is continuing, the Trust Servicer shall not be reimbursed for more than four such examinations in any year and, change its Customary Servicing Practices without the consent of FGIC if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of determines that such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (k) at its expense, timely and fully perform and comply in all a change would have a material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust at any reasonable time and from time to time to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “Location of Records” in Schedule “B”, and each such notice shall be deemed to amend Schedule “B” accordingly; (n) provide to the Trust not less than 30 days’ prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s written consent, such consent not to be unreasonably withheld, request the Servicer’s auditors to assist the Trust’s auditors to the extent and in such manner as is reasonably required for the Trust’s auditors to report adverse effect on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller FGIC or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust within 30 daysNoteholders.

Affirmative Covenants of the Servicer. From the date hereof until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust shall otherwise consent in writing: (a) comply in all respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties, all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to have a Material Adverse Effect;; WSLEGAL\047083\00034\17266544v3 I\113475037.1 (c) hold as trust property for and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “"Location of Records” " in Schedule “"B” " (provided that, as may be necessary, originals may be delivered to any law firm acting on behalf of the Servicer in connection with any claims or proceedings connected with a Pool Asset) with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (ii) the original credit application, credit analysis and credit agency report (unless no such report could be obtained in respect of the Obligor) and “"credit bureau score” " and “"custom score” " records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related Security; and (iv) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s 's interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s 's interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder;; WSLEGAL\047083\00034\17266544v3 I\113475037.1 (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ ' prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s 's performance hereunder with any of the Servicer’s 's officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event has occurred and is continuing, the Trust shall not be reimbursed for more than four such examinations in any year and, if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (k) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust at any reasonable time and from time to time to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the WSLEGAL\047083\00034\17266544v3 I\113475037.1 Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ ' prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “"Location of Records” " in Schedule “"B”", and each such notice shall be deemed to amend Schedule “"B” " accordingly; (n) provide to the Trust not less than 30 days’ ' prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s 's written consent, such consent not to be unreasonably withheld, request the Servicer’s 's auditors to assist the Trust’s 's auditors to the extent and in such manner as is reasonably required for the Trust’s 's auditors to report on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records Records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust within 30 days.

Affirmative Covenants of the Servicer. From the date hereof until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust shall otherwise consent in writing: (a) comply in all respects with all applicable laws, rules, regulations and orders with respect to it, its business and properties, all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-provincial corporation or other out-of-jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, WSLegal\047083\00034\12027575v8 I\5470303.2 privileges and qualifications could reasonably be expected to have a Material Adverse Effect; (c) hold as trust property for and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “"Location of Records” " in Schedule “"B” " (provided that, as may be necessary, originals may be delivered to any law firm acting on behalf of the Servicer in connection with any claims or proceedings connected with a Pool Asset) with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which are hereby constructively delivered to the Trust: (i) the original Contracts applicable to the Pool Receivables; (ii) the original credit application, credit analysis and credit agency report (unless no such report could be obtained in respect of the Obligor) and “"credit bureau score” " and “"custom score” " records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related Security; and (iv) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed Vehicles; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s 's interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s 's interest therein; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required hereby; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it;; WSLegal\047083\00034\12027575v8 I\5470303.2 (g) cause the computer records of the Seller which contain particulars of the Pool Assets to contain notations, marks or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunder; (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security (including Records adequate to permit the daily identification of all Collections under and adjustments to each Pool Receivable); (i) at any time and from time to time during regular business hours, upon five Business Days’ ' prior notice, subject to Section 10.9, (A) assemble such of the Records or copies thereof as may reasonably be requested by the Trust and make same available to the Trust at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the Trust, its agents or representatives, to examine and make copies, as reasonably required, of such Records and (B) permit the Trust or its agents to visit the offices and properties of the Seller for the purpose of discussing matters relating to the Pool Assets and the Servicer’s 's performance hereunder with any of the Servicer’s 's officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event has occurred and is continuing, the Trust shall not be reimbursed for more than four such examinations in any year and, if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) to the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence of the first Servicer Termination Event, use its best efforts to arrange for the licence or sublicence of such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related Security; (k) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust at any reasonable time and from time to time to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), WSLegal\047083\00034\12027575v8 I\5470303.2 any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ ' prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “"Location of Records” " in Schedule “"B”", and each such notice shall be deemed to amend Schedule “"B” " accordingly; (n) provide to the Trust not less than 30 days’ ' prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered accountants selected by the Trust to furnish reports in respect of the Trust, the Purchase, any Increases and the servicing of the Pool Assets under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (p) upon request of the Trust and with the Servicer’s 's written consent, such consent not to be unreasonably withheld, request the Servicer’s 's auditors to assist the Trust’s 's auditors to the extent and in such manner as is reasonably required for the Trust’s 's auditors to report on the status of the Pool Assets under this Agreement; (q) make or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect or protect the co-ownership interests of the Trust in the Pool Assets including, the right to enforce the Related Security; and (r) following the occurrence and during the continuation of a Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and the Trust (if requested) on a daily basis an electronic download with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records Records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust within 30 days.

Affirmative Covenants of the Servicer. ‌ From the date hereof of this Agreement until the Final Termination Date, the Servicer covenants and agrees that it will, unless the Trust shall otherwise consent in writingshall: (a) comply in all respects with all applicable lawsLaws, rules, regulations and orders with respect to it, its business and properties, properties and all Pool Assets and the performance of its obligations as Servicer, such compliance to include paying before the same become delinquent all Taxes and Security Interests imposed upon the Servicer or its property in accordance with its normal policies with respect thereto, except to the extent the same are contested in good faith and by appropriate proceedings or where failure to do so could not reasonably be expected to have a Material Adverse EffectCustomer Loan Assets; (b) preserve and maintain its corporate existence, rights, franchises rights and privileges in the jurisdiction of its incorporation, and qualify and remain qualified as an extra-extra provincial corporation or other out-of-out of jurisdiction corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications could reasonably be expected to have extra-provincial qualification would result in a Material Adverse Effect; (c) hold as trust property for not make any change in its corporate name, or the location of its chief executive office or chief place of business or of any office in which Documents and on behalf of the Trust and the Seller, at any one or more of the offices designated under the heading “Location of Records” in Schedule “B” (provided that, as may be necessary, originals may be delivered to any law firm acting on behalf of the Servicer in connection with any claims or proceedings connected with a Pool Asset) with respect to each Pool Receivable, until the obligations in respect of such Pool Receivable have been satisfied, the following documents or instruments, which Records are hereby constructively delivered kept without providing 30 days’ prior written notice to the Trust: (i) the original Contracts applicable to the Pool Receivables; (ii) the original credit application, credit analysis and credit agency report (unless no such report could be obtained in respect of the Obligor) and “credit bureau score” and “custom score” records, if any, relating to the Obligor, all in accordance with the Credit and Collection Policies; (iii) all other documents that the Servicer shall keep on file, in accordance with its customary procedures, evidencing the Related Security; and (iv) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to a Receivable, an Obligor or any Financed VehiclesAgent; (d) comply with the Credit and Collections Policies in regard to the Pool Assets and otherwise, as applicable, in performing its covenants hereunder, except to the extent that non-compliance therewith would not materially adversely affect the Trust’s interest in any Pool Assets with respect thereto or the collectability or enforceability thereof, it being agreed for the purposes of this Agreement that the invalidity or loss of priority of any material Security Interest in any Financed Vehicle comprising part of the Related Security related to any Pool Receivable would materially adversely affect the Trust’s interest thereinCollection Policies; (e) at its own expense, employ and provide general administrative, supervisory and accounting staff and general overhead as may from time to time be reasonably required to carry out its servicing obligations hereunder and cause its employees to perform their responsibilities in collecting and administering the Pool Assets in the same manner as if the Pool Assets were owned by the Seller, except (i) to the extent necessary or desirable to accommodate the exercise by the Trust of its rights under this Agreement, or (ii) as otherwise required herebyhereunder; (f) pay from its own funds all general administrative and out-of-pocket expenses and other costs incurred by it in carrying out its obligations hereunder and all fees and expenses of any administrator appointed or subcontractor retained by it; (g) cause at the computer records request of the Seller which contain particulars Agent (i) make such notations on the Records relating to the Customer Loan Assets in its possession as may be requested by the Agent to evidence the interest of the Pool Assets to contain notations, marks Agent or other designations sufficient to identify that an interest in the Pool Assets has been sold by the Seller to the Trust hereunderany Lender therein; (h) maintain and implement administrative and operating procedures (including an ability to recreate Records in the event of the destruction of the originals of such Records) to keep and maintain, and keep and maintain all Records and other information reasonably necessary or advisable to enable the any Replacement Servicer to produce the information required to be produced by it pursuant hereto or reasonably necessary or advisable for the enforcement of all of the Pool Receivables and Related Security Customer Loan Assets (including including, without limitation, Records adequate to permit the daily identification of all Collections Free Cashflow under and adjustments to each Pool ReceivableCustomer Loan Asset); (i) (i) at any time and from time to time during regular business hours, upon five Business Days’ prior reasonable notice, subject to Section 10.9and (ii) immediately following the occurrence of an Event of Default or a Servicer Termination Event, (A) assemble such of the Records or copies thereof and other documents as may reasonably be requested by the Trust Agent and make the same available to the Trust Agent at the principal place of business of the Servicer and, if the Records cannot be provided solely at such office, at such other offices of the Servicer or its Affiliates where Records are kept, and permit the TrustAgent, its agents or representatives, representatives to examine and make copies, as reasonably required, copies of such Records and requested documents and (B) permit the Trust Agent or its agents to visit the offices and properties of the Seller Servicer for the purpose of discussing matters relating to the Pool Customer Loan Assets and the Servicer’s performance hereunder with any of the Servicer’s officers or employees having knowledge of such matters, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; provided that prior to the occurrence of a Cash Reserve Event or a Trigger Event, the Trust shall not be reimbursed for more than two such examinations in any year, if a Cash Reserve Event has occurred and is continuing, the Trust shall not be reimbursed for more than four such examinations in any year and, if a Trigger Event has occurred and is continuing, the Trust shall be reimbursed for all such examinations; (j) take all reasonable actions to validate, preserve, perfect, and protect the extent the Records consist in whole or in part of computer programs which are licensed by the Servicer, the Servicer will, forthwith upon the occurrence Security Interests of the first Servicer Termination Event, use its best efforts to arrange for Agent under the licence or sublicence of such programs to the Trust for the limited purpose of permitting the Trust or any Replacement Servicer to administer Security Documents and collect the Pool Assets and to enforce the rights acquired by the Trust in respect of the Related SecurityAgent to collect and realize on any and all of the collateral described therein; (k) at its expense, timely and fully perform and comply in all material respects with all material provisions, covenants and other promises required to be observed by the Seller under the Contracts in connection with the Pool Assets; (l) permit the Trust at any reasonable time and from time to time to inspect the data processing systems used by the Servicer to service, administer and collect the Pool Receivables and the Related Security and, in the event that the Seller is not the Servicer, to permit the Servicer to use, through the Seller only (and not directly), any computer or computer related equipment, together with all necessary software, that had been used by the Seller to service, administer and collect the Pool Receivables and the Related Security immediately prior to the Seller ceasing to be the Servicer, provided that the Trust shall act reasonably to minimize any disruption to the Servicer in connection therewith; (m) give the Trust not less than 30 days’ prior written notice of any change in the address of its chief place of business and chief executive office, and written notice promptly after any change in the address of an office listed under the heading “Location of Records” in Schedule “B”, and each such notice shall be deemed to amend Schedule “B” accordingly; (n) provide to the Trust not less than 30 days’ prior notice of any change in the name of the Servicer as stated in its constating documents; (o) co-operate with, and offer such assistance as may reasonably be requested by, the chartered certified public accountants selected by the Trust Agent to furnish reports in respect of the TrustAgent, the Purchase, any Increases Customer Loan Assets and the servicing of the Pool Assets thereof under this Agreement, and furnish in respect of the preceding fiscal year, addressed to the Trust and such other Persons as the Trust may reasonably designate, a certificate of an officer who is familiar with this Agreement certifying that, to the knowledge of such officer, the Servicer complied in such calendar year with its obligations hereunder except to the extent non-compliance therewith did not materially adversely affect the interest of the Trust and except as further set forth in such certificate; (pl) upon request of the Trust and with the Servicer’s written consentAgent, such consent not to be unreasonably withheld, request direct the Servicer’s auditors to assist the TrustAgent’s auditors to the extent and in such manner as is reasonably required for the TrustAgent’s auditors to report on the status of the Pool Customer Loan Assets under this Agreement; (qm) make promptly after the Servicer becomes aware thereof, provide the Agent with notice of any litigation or cause to be made all filings, recordings, registrations and take all other actions in each jurisdiction necessary to validate, preserve, perfect court or protect arbitration proceeding brought against the co-ownership interests of Servicer or the Trust in the Pool Assets including, the right to enforce the Related SecurityBorrower; and (rn) following the occurrence maintain valid general liability insurance coverage in respect of its servicing activities hereunder in an amount and during the continuation of a Termination Event or a Cash Reserve Event, the Servicer shall provide to the Backup Servicer and the Trust (if requested) on a daily basis an electronic download coverage commensurate with respect to the Pool Receivables in form and substance acceptable to the Backup Servicer (and which shall include, but not be limited to, all records related to each Receivable required by the Backup Servicer to service and collect such Receivable) and a Portfolio Certificate (including information with respect to all Collections received and all Receivables acquired by the Seller). Following the occurrence and during the continuation of a Cash Reserve Event, the Trust shall have the right to require the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall, assemble copies of all of the Contracts and make the same available to the Backup Servicer or other third-party custodian specified by, and at a place selected by, the Trust within 30 daysprudent industry practice.