Common use of Covenants of the Companies Clause in Contracts

Covenants of the Companies. Each of the Companies covenants with the Underwriters as follows: A. To cause to be prepared a Prospectus in a form approved by the Underwriters, to file such Prospectus pursuant to Rule 424(b) under the Securities Act within the time period prescribed by Rule 424(b) and to provide the Underwriters with evidence satisfactory to the Underwriters of such timely filing; to cause to be made no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the 91st day following the Closing Date except as permitted herein; to give notice to the Underwriters of the filing of any amendment to the Registration Statement which is filed or becomes effective prior to the 91st day following the Closing Date or any supplement to the Prospectus or any amended Prospectus which is filed prior to the 91st day following the Closing Date and to furnish the Underwriters with copies thereof; to file promptly all reports and any global proxy or information statements required to be filed by the Sponsor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and, until the 91st day following the Closing Date; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order or of: (i) any order preventing or suspending the use of the Prospectus; (ii) the suspension of the qualification of the Notes for offering or sale in any jurisdiction; (iii) the initiation of or threat of any proceeding for any such purpose; (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Sponsor promptly shall use its best efforts to obtain the withdrawal of such order by the Commission. B. To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time in connection with the offering or sale of the Notes and if at such time any events shall have occurred as a result of which the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Sponsor shall notify the Underwriters and, upon the Underwriters' request based upon the advice of counsel, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance. D. To cause to be filed promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Seller or the Underwriters, be required by the Securities Act or requested by the Commission. Neither the Underwriters' consent to nor their delivery of any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. E. To cause to be furnished to the Underwriters and counsel for the Underwriters, prior to filing with the Commission, and to obtain the consent of the Underwriters, which consent will not unreasonably be withheld, for the filing of the following documents relating to the Notes: (i) any amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (ii) the Prospectus filed pursuant to Rule 424 of the Rules and Regulations. F. To use its best efforts, in cooperating with the Sponsor and the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Notes. The Seller will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been so qualified. G. The Seller will not, without the prior written consent of the Representative, contract to sell any automobile receivables-backed certificates, automobile receivables-backed notes or other similar securities either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the Closing Date. H. So long as the Notes shall be outstanding, the Seller shall deliver to the Underwriters as soon as such statements are furnished to the Trustee: (i) the annual statement as to compliance of the Servicer delivered to the Trustee pursuant to Section 4.10(a) of the Sale and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to Section 4.11 of the Sale and Servicing Agreement with respect to the Servicer; and (iii) the monthly reports furnished to the Noteholders pursuant to Section 5.9 of the Sale and Servicing Agreement. I. So long as any of the Notes are outstanding, the Seller will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year of the Trust, all documents required to be distributed to Noteholders and other filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder with respect to any securities issued by the Sponsor or the Seller that are (A) non-structured equity or debt offering of the Sponsor or the Seller or (B) the Notes and (ii) from time to time, any other information concerning the Sponsor or the Seller filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters shall reasonably request in writing. J. To apply the net proceeds from the sale of the Notes in the manner set forth in the Prospectus. K. If, between the date hereof or, if earlier, the dates as of which information is given in the Prospectus and the Closing Date, to the knowledge of the Seller, there shall have been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Sponsor or the Seller, the Seller will give prompt written notice thereof to the Underwriters. L. To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Sponsor or the Seller, the Seller shall use its best efforts to furnish or cause to be furnished such documents and take any such other actions.

Covenants of the Companies. Each In further consideration of the agreements contained herein of the Purchasers, the Companies covenants with covenant to the Underwriters several Purchasers as follows: A. (A) To cause furnish to the Purchasers or the Representative a copy of the Registration Statement including materials, if any, incorporated by reference therein and, during the period mentioned in (C) below, to supply as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as the Purchasers or the Representative may reasonably request. The terms "supplement" and "amendment" or "amend" as used in this Agreement shall include all documents filed by Verizon Communications with the Commission subsequent to the effective date of the Registration Statement, or the date of the Basic Prospectus, as the case may be, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are deemed to be prepared incorporated by reference therein. (B) Before amending or supplementing the Registration Statement or the Prospectus with respect to the New Notes, to furnish to any Purchaser or the Representative, and to counsel for the Purchasers, a Prospectus copy of each such proposed amendment or supplement. The covenants in a form approved Paragraphs (C), (D) and (E) apply only to Reselling Purchasers: (C) The Companies will notify the Reselling Purchasers promptly, at any time prior to completion of the resale of the New Notes by the UnderwritersReselling Purchasers, and confirm the notice in writing, (i) of the delivery to file such Prospectus the Commission for filing any document to be filed pursuant to Rule 424(bthe Exchange Act which will be incorporated by reference into the Registration Statement, (ii) under of any request by the Securities Act within the time period prescribed by Rule 424(b) and to provide the Underwriters with evidence satisfactory to the Underwriters of such timely filing; to cause to be made no further Commission for any amendment or any supplement to the Registration Statement Statement, to any document incorporated by reference therein or to the Prospectus prior to the 91st day following the Closing Date except as permitted herein; to give notice to the Underwriters of the filing of for any amendment to the Registration Statement which is filed or becomes effective prior to the 91st day following the Closing Date or any supplement to the Prospectus or any amended Prospectus which is filed prior to the 91st day following the Closing Date and to furnish the Underwriters with copies thereof; to file promptly all reports and any global proxy or information statements required to be filed by the Sponsor with the Commission pursuant to Section 13(a)additional information, 13(c), 14 or 15(d(iii) of the Exchange Act subsequent to the date of the Prospectus and, until the 91st day following the Closing Date; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order directed to the Registration Statement or of: any document incorporated therein by reference or the initiation or threat of any challenge by the Commission to the accuracy or adequacy of any document incorporated by reference in the Registration Statement and (iiv) of receipt by the Companies of any order preventing or suspending the use of the Prospectus; (ii) notification with respect to the suspension of the qualification of the New Notes for offering or sale in any jurisdiction; (iii) jurisdiction or the initiation of or threat of any proceeding for that purpose. (D) If, at any time prior to the completion of the resale of the New Notes during which, in the opinion of counsel for the Reselling Purchasers, the Prospectus is required by law to be delivered, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make a statement therein, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, not materially misleading, or if it is otherwise necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at their own expense (unless such purpose; (iv) any request amendment shall relate to information furnished by the Commission for Purchasers or the amending Representative by or supplementing on behalf of the Registration Statement Purchasers in writing expressly for use in the Prospectus), to the Reselling Purchasers, the number of copies requested by the Reselling Purchasers or the Representative of either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or for additional information. In the event supplemented will not, in light of the issuance of any stop order or of any order preventing or suspending the use of circumstances when the Prospectus is delivered to a subsequent purchaser, be misleading or suspending any such qualification, so that the Sponsor promptly shall Prospectus will comply with law. (E) To use its their best efforts to obtain qualify the withdrawal New Notes for offer and sale under the securities or Blue Sky laws of such order by jurisdictions as the Commission. B. To furnish promptly to Purchasers or the Underwriters Representative shall reasonably request and to counsel for pay all expenses (including fees and disbursements of counsel) in connection therewith; provided, however, that the Underwriters a signed copy of the Registration Statement as originally filed Companies, in complying with the Commissionforegoing provisions of this paragraph, and shall not be required to qualify as a foreign company or to register or qualify as a broker or dealer in securities in any jurisdiction or to consent to service of each amendment thereto filed process in any jurisdiction other than with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly respect to the Underwriters such number claims arising out of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time in connection with the offering or sale of the Notes New Notes, and if at such time any events provided further that the Companies shall have occurred as a result of which not be required to continue the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light qualification of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement New Notes beyond one year from the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Sponsor shall notify the Underwriters and, upon the Underwriters' request based upon the advice date of counsel, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance. D. To cause to be filed promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Seller or the Underwriters, be required by the Securities Act or requested by the Commission. Neither the Underwriters' consent to nor their delivery of any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. E. To cause to be furnished to the Underwriters and counsel for the Underwriters, prior to filing with the Commission, and to obtain the consent of the Underwriters, which consent will not unreasonably be withheld, for the filing of the following documents relating to the Notes: (i) any amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (ii) the Prospectus filed pursuant to Rule 424 of the Rules and Regulations. F. To use its best efforts, in cooperating with the Sponsor and the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Notes. The Seller will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been so qualified. G. The Seller will not, without the prior written consent of the Representative, contract to sell any automobile receivables-backed certificates, automobile receivables-backed notes or other similar securities either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the Closing Date. H. So long as the Notes shall be outstanding, the Seller shall deliver to the Underwriters as soon as such statements are furnished to the Trustee: (i) the annual statement as to compliance of the Servicer delivered to the Trustee pursuant to Section 4.10(a) of the Sale and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to Section 4.11 of the Sale and Servicing Agreement with respect to the Servicer; and (iii) the monthly reports furnished to the Noteholders pursuant to Section 5.9 of the Sale and Servicing Agreement. I. So long as any of the Notes are outstanding, the Seller will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year of the Trust, all documents required to be distributed to Noteholders and other filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder with respect to any securities issued by the Sponsor or the Seller that are (A) non-structured equity or debt offering of the Sponsor or the Seller or (B) the Notes and (ii) from time to time, any other information concerning the Sponsor or the Seller filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters shall reasonably request in writing. J. To apply the net proceeds from the sale of the Notes in the manner set forth in the ProspectusNew Notes. K. If, between the date hereof or, if earlier, the dates as of which information is given in the Prospectus and the Closing Date, to the knowledge of the Seller, there shall have been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Sponsor or the Seller, the Seller will give prompt written notice thereof to the Underwriters. L. To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Sponsor or the Seller, the Seller shall use its best efforts to furnish or cause to be furnished such documents and take any such other actions.

Covenants of the Companies. Each of the Companies covenants with the Underwriters as follows: A. To cause to be prepared a Prospectus in a form approved by the Underwriters, to file such Prospectus pursuant to Rule 424(b) under the Securities Act within the time period prescribed by Rule 424(b) and to provide the Underwriters with evidence satisfactory to the Underwriters of such timely filing; to cause to be made no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the 91st day following the Closing Date except as permitted herein; to give notice to the Underwriters of the filing of any amendment to the Registration Statement which is filed or becomes effective prior to the 91st day following the Closing Date or any supplement to the Prospectus or any amended Prospectus which is filed prior to the 91st day following the Closing Date and to furnish the Underwriters with copies thereof; to file promptly all reports and any global proxy or information statements required to be filed by the Sponsor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and, until the 91st day following the Closing Date; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order or of: (i) any order preventing or suspending the use of the Prospectus; (ii) the suspension of the qualification of the Notes for offering or sale in any jurisdiction; (iii) the initiation of or threat of any proceeding for any such purpose; (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Sponsor promptly shall use its best efforts to obtain the withdrawal of such order by the Commission. B. To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time in connection with the offering or sale of the Notes and if at such time any events shall have occurred as a result of which the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Sponsor shall notify the Underwriters and, upon the Underwriters' request based upon the advice of counsel, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance. D. To cause to be filed promptly with the Commission Commission, subject to Section 6E, any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Seller or the Underwriters, be required by the Securities Act or requested by the Commission. Neither the Underwriters' consent to nor their delivery of any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. E. To cause to be furnished to the Underwriters and counsel for the Underwriters, prior to filing with the Commission, and to obtain the consent of the Underwriters, which consent will not unreasonably be withheld, for the filing of the following documents relating to the Notes: (i) any amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (ii) the Prospectus filed pursuant to Rule 424 of the Rules and Regulations. F. To use its best efforts, in cooperating with the Sponsor and the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Notes. The Seller will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been so qualified. G. The Seller will not, without the prior written consent of the Representative, contract to sell any automobile receivables-backed certificates, automobile receivables-backed notes or other similar securities either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the Closing Date. H. So long as the Notes shall be outstanding, the Seller shall deliver to the Underwriters as soon as such statements are furnished to the Trustee: (i) the annual statement as to compliance of the Servicer delivered to the Trustee pursuant to Section 4.10(a) of the Sale and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to Section 4.11 of the Sale and Servicing Agreement with respect to the Servicer; and (iii) the monthly reports furnished to the Noteholders pursuant to Section 5.9 5.10 of the Sale and Servicing Agreement. I. So long as any of the Notes are outstanding, the Seller will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year of the Trust, all documents required to be distributed to Noteholders and other filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder with respect to any securities issued by the Sponsor or the Seller that are (A) non-structured equity or debt offering of the Sponsor or the Seller or (B) the Notes and (ii) from time to time, any other information concerning the Sponsor or the Seller filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters shall reasonably request in writing. J. To apply the net proceeds from the sale of the Notes in the manner set forth in the Prospectus. K. If, between the date hereof or, if earlier, the dates as of which information is given in the Prospectus and the Closing Date, to the knowledge of the Seller, there shall have been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Sponsor or the Seller, the Seller will give prompt written notice thereof to the Underwriters. L. To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Sponsor or the Seller, the Seller shall use its best efforts to furnish or cause to be furnished such documents and take any such other actions.

Covenants of the Companies. Each In further consideration of the agreements of the Purchasers herein contained, the Companies covenants with the Underwriters jointly and severally covenant as follows: A. (a) To cause furnish to be prepared a Prospectus you, without charge, during the period mentioned in a form approved paragraph (c) below, as many copies of the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request; with respect to the UnderwritersFinal Memorandum, to file furnish copies of the Final Memorandum in New York City, prior to 3:00 p.m. on the business day following the date of this Agreement, in such Prospectus pursuant to Rule 424(b) under quantities as you reasonably request; but the Securities Act within Companies are not responsible for the time period prescribed by Rule 424(b) and to provide the Underwriters with evidence satisfactory costs of distributing either Memorandum other than to the Underwriters Purchasers. (b) Before amending or supplementing either Memorandum, to furnish to you a copy of each such timely filing; to cause to be made no further proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. (c) If, during such period after the Registration Statement or to the Prospectus date hereof and prior to the 91st day following the Closing Date except as permitted herein; to give notice to the Underwriters of the filing of any amendment to the Registration Statement date on which is filed or becomes effective prior to the 91st day following the Closing Date or any supplement to the Prospectus or any amended Prospectus which is filed prior to the 91st day following the Closing Date and to furnish the Underwriters with copies thereof; to file promptly all reports and any global proxy or information statements required to be filed by the Sponsor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and, until the 91st day following the Closing Date; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order or of: (i) any order preventing or suspending the use of the Prospectus; (ii) the suspension of the qualification of the Notes for offering or sale in any jurisdiction; (iii) the initiation of or threat of any proceeding for any such purpose; (iv) any request shall have been sold by the Commission for the amending Purchasers, any event shall occur or supplementing of the Registration Statement or the Prospectus or for additional information. In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Sponsor promptly shall use its best efforts to obtain the withdrawal of such order by the Commission. B. To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time in connection with the offering or sale of the Notes and if at such time any events shall have occurred condition exist as a result of which it is necessary to amend or supplement the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary Final Memorandum in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus Memorandum is delivereddelivered to a purchaser, not misleading, oror if, if for any other reason in the opinion of your counsel, it shall be is necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order that Memorandum to comply with the Securities Act or the Exchange Actapplicable law, the Sponsor shall notify the Underwriters and, upon the Underwriters' request based upon the advice of counsel, shall file such document and forthwith to prepare and furnish without charge furnish, at its own expense, to the Underwriters and Purchasers, either amendments or supplements to any dealer that Memorandum so that the statements in securities that Memorandum as many copies as the Underwriters may from time to time reasonably request of an so amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance. D. To cause to be filed promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that maysupplemented will not, in the judgment light of the Seller or the Underwriterscircumstances when that Memorandum is delivered to a purchaser, be required by the Securities Act misleading or requested by the Commission. Neither the Underwriters' consent to nor their delivery of any such amendment so that that Memorandum, as so amended or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereofsupplemented, will comply with applicable law. E. (d) To cause to be furnished to the Underwriters and counsel for the Underwriters, prior to filing with the Commission, and to obtain the consent of the Underwriters, which consent will not unreasonably be withheld, for the filing of the following documents relating to the Notes: (i) any amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (ii) the Prospectus filed pursuant to Rule 424 of the Rules and Regulations. F. To use its best efforts, in cooperating with the Sponsor and the Underwriters, endeavor to qualify the Notes for offering offer and sale under the applicable securities or Blue Sky laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Notes. The Seller will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been so qualifiedyou shall reasonably request. G. The Seller will not(e) Whether or not any sale of Notes is consummated, without the prior written consent of the Representative, contract to sell any automobile receivables-backed certificates, automobile receivables-backed notes or other similar securities either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the Closing Date. H. So long as the Notes shall be outstanding, the Seller shall deliver pay all expenses incident to the Underwriters as soon as such statements are furnished to the Trusteeperformance of their obligations under this Agreement, including: (i) the annual statement as to compliance preparation of the Servicer delivered to the Trustee pursuant to Section 4.10(a) of the Sale each Memorandum and Servicing Agreement; all amendments and supplements thereto, (ii) the annual statement preparation, issuance and delivery of a firm the Notes, (iii) the fees and disbursements of independent public the Companies' counsel and accountants furnished and the Trustee and its counsel, if any, (iv) the qualification of the Notes under securities or Blue Sky laws in accordance with Section 5(d), including filing fees and the fees and disbursements of counsel for the Purchasers in connection therewith and in connection with the preparation of any Blue Sky or legal investment memoranda, (v) the printing and delivery to the Trustee pursuant to Section 4.11 Purchasers in quantities as hereinabove stated of copies of the Sale Memorandum and Servicing any amendment or supplement thereto, (vi) any fees charged by rating agencies for the rating of Notes, (vii) all document production charges and expenses of counsel to the Purchasers (but not including their fees for professional services) in connection with the preparation of this Agreement and (viii) the fees and expenses, if any, incurred in connection with the admission of Notes for trading in any appropriate market system. (f) Neither Company nor any Affiliate of either Company will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that could be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of those Notes. (g) Not to solicit any offer to buy or offer or sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of section 4(2) of the Securities Act. (h) While any of the Notes remain outstanding, to make available, upon request, to any seller of Notes the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to section 13 or 15(d) of the Exchange Act. (i) To include information substantially in the form set forth in Exhibit A in each Memorandum. (j) If requested by you, to use its best efforts to permit the Notes to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL Market. (k) None of either Company, its Affiliates or any person acting on its or their behalf (other than the Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Servicer; Notes, and each Company and its Affiliates and each person acting on its or their behalf (iiiother than the Purchasers) will comply with the monthly reports furnished offering restrictions of Regulation S. (l) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of either Company or warrants to purchase debt securities of either Company substantially similar to the Noteholders pursuant to Section 5.9 of Notes (other than the Sale and Servicing AgreementNotes), without your prior written consent. I. So long as any of (m) To use the Notes are outstanding, the Seller will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year of the Trust, all documents required to be distributed to Noteholders and other filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder with respect to any securities issued by the Sponsor or the Seller that are (A) non-structured equity or debt offering of the Sponsor or the Seller or (B) the Notes and (ii) from time to time, any other information concerning the Sponsor or the Seller filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters shall reasonably request in writing. J. To apply the net proceeds from the sale of the Notes in the manner set forth discussed in the ProspectusFinal Memorandum under the caption "Use of Proceeds". K. If, between the date hereof or, if earlier, the dates as of which information is given in the Prospectus and the Closing Date, to the knowledge of the Seller, there shall have been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Sponsor or the Seller, the Seller will give prompt written notice thereof to the Underwriters. L. To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Sponsor or the Seller, the Seller shall use its best efforts to furnish or cause to be furnished such documents and take any such other actions.

Covenants of the Companies. Each of the Companies -------------------------- covenants with the Underwriters as follows: A. To cause to be prepared a Prospectus in a form approved by the Underwriters, to file such Prospectus pursuant to Rule 424(b) under the Securities Act within the time period prescribed by Rule 424(b) and to provide the Underwriters with evidence satisfactory to the Underwriters of such timely filing; to cause to be made no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the 91st day following the Closing Date except as permitted herein; to give advise the Underwriters, promptly after it receives notice to the Underwriters thereof, of the filing of time when any amendment to the Registration Statement which is has been filed or becomes effective prior to the 91st day following the Closing Date or any supplement to the Prospectus or any amended Prospectus which is has been filed prior to the 91st day following the Closing Date and to furnish the Underwriters with copies thereof; to file promptly all reports and any global proxy or information statements required to be filed by the Sponsor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and, until the 91st day following the Closing Date; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order or of: (i) any order preventing or suspending the use of the Prospectus; (ii) the suspension of the qualification of the Notes for offering or sale in any jurisdiction; (iii) the initiation of or threat of any proceeding for any such purpose; (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Sponsor promptly shall use its best efforts to obtain the withdrawal of such order by the Commission. B. To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time in connection with the offering or sale of the Notes and if at such time any events shall have occurred as a result of which the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Sponsor shall notify the Underwriters and, upon the Underwriters' request based upon the advice of counsel, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance. D. To cause to be filed promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Seller or the Underwriters, be required by the Securities Act or requested by the Commission. Neither the Underwriters' consent to nor their delivery of any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. E. To cause to be furnished to the Underwriters and counsel for the Underwriters, prior to filing with the Commission, and to obtain the consent of the Underwriters, which consent will not unreasonably be withheld, for the filing of the following documents relating to the Notes: (i) any amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (ii) the Prospectus filed pursuant to Rule 424 of the Rules and Regulations. F. To use its best efforts, in cooperating with the Sponsor and the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Notes. The Seller will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been so qualified. G. The Seller will not, without the prior written consent of the Representative, contract to sell any automobile receivables-backed certificates, automobile receivables-backed notes or other similar securities either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the Closing Date. H. So long as the Notes shall be outstanding, the Seller shall deliver to the Underwriters as soon as such statements are furnished to the Trustee: (i) the annual statement as to compliance of the Servicer delivered to the Trustee pursuant to Section 4.10(a) of the Sale and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to Section 4.11 4.11(a) of the Sale and Servicing Agreement with respect to the Servicer; and (iii) the monthly reports furnished to the Noteholders pursuant to Section 5.9 of the Sale and Servicing Agreement. I. So long as any of the Notes are outstanding, the Seller will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year of the Trust, all documents required to be distributed to Noteholders and other filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder with respect to any securities issued by the Sponsor or the Seller that are (A) non-structured equity or debt offering of the Sponsor or the Seller or (B) the Notes and (ii) from time to time, any other information concerning the Sponsor or the Seller filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters shall reasonably request in writing. J. To apply the net proceeds from the sale of the Notes in the manner set forth in the Prospectus. K. If, between the date hereof or, if earlier, the dates as of which information is given in the Prospectus and the Closing Date, to the knowledge of the Seller, there shall have been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Sponsor or the Seller, the Seller will give prompt written notice thereof to the Underwriters. L. To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Sponsor or the Seller, the Seller shall use its best efforts to furnish or cause to be furnished such documents and take any such other actions.

Covenants of the Companies. Each of the Companies covenants with the Underwriters as follows: A. To cause to be prepared a Prospectus in a form approved by the Underwriters, to file such Prospectus pursuant to Rule 424(b) under the Securities Act within the time period prescribed by Rule 424(b) and to provide the Underwriters with evidence satisfactory to the Underwriters of such timely filing; to cause to be made no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the 91st 91/st/ day following the Closing Date except as permitted herein; to give notice to the Underwriters of the filing of any amendment to the Registration Statement which is filed or becomes effective prior to the 91st 91/st/ day following the Closing Date or any supplement to the Prospectus or any amended Prospectus which is filed prior to the 91st 91/st/ day following the Closing Date and to furnish the Underwriters with copies thereof; to file promptly all reports and any global proxy or information statements required to be filed by the Sponsor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and, until the 91st day following the Closing Date; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order or of: (i) any order preventing or suspending the use of the Prospectus; (ii) the suspension of the qualification of the Notes for offering or sale in any jurisdiction; (iii) the initiation of or threat of any proceeding for any such purpose; (iv) any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. In the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification, the Sponsor promptly shall use its best efforts to obtain the withdrawal of such order by the Commission. B. To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time in connection with the offering or sale of the Notes and if at such time any events shall have occurred as a result of which the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Sponsor shall notify the Underwriters and, upon the Underwriters' request based upon the advice of counsel, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance. D. To cause to be filed promptly with the Commission Commission, subject to Section 6E, any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Seller or the Underwriters, be required by the Securities Act or requested by the Commission. Neither the Underwriters' consent to nor their delivery of any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. E. To cause to be furnished to the Underwriters and counsel for the Underwriters, prior to filing with the Commission, and to obtain the consent of the Underwriters, which consent will not unreasonably be withheld, for the filing of the following documents relating to the Notes: (i) any amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (ii) the Prospectus filed pursuant to Rule 424 of the Rules and Regulations. F. To use its best efforts, in cooperating with the Sponsor and the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Notes. The Seller will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been so qualified. G. The Seller will not, without the prior written consent of the Representative, contract to sell any automobile receivables-backed certificates, automobile receivables-backed notes or other similar securities either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the Closing Date. H. So long as the Notes shall be outstanding, the Seller shall deliver to the Underwriters as soon as such statements are furnished to the Trustee: (i) the annual statement as to compliance of the Servicer delivered to the Trustee pursuant to Section 4.10(a) of the Sale and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to Section 4.11 of the Sale and Servicing Agreement with respect to the Servicer; and (iii) the monthly reports furnished to the Noteholders pursuant to Section 5.9 5.10 of the Sale and Servicing Agreement. I. So long as any of the Notes are outstanding, the Seller will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year of the Trust, all documents required to be distributed to Noteholders and other filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder with respect to any securities issued by the Sponsor or the Seller that are (A) non-structured equity or debt offering of the Sponsor or the Seller or (B) the Notes and (ii) from time to time, any other information concerning the Sponsor or the Seller filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters shall reasonably request in writing. J. To apply the net proceeds from the sale of the Notes in the manner set forth in the Prospectus. K. If, between the date hereof or, if earlier, the dates as of which information is given in the Prospectus and the Closing Date, to the knowledge of the Seller, there shall have been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Sponsor or the Seller, the Seller will give prompt written notice thereof to the Underwriters. L. To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Sponsor or the Seller, the Seller shall use its best efforts to furnish or cause to be furnished such documents and take any such other actions.

Covenants of the Companies. Each In further consideration of the agreements contained herein of the Purchasers, the Companies covenants with covenant to the Underwriters several Purchasers as follows: A. (A) To cause furnish to the Purchasers or the Representative a copy of the Registration Statement including materials, if any, incorporated by reference therein and, during the period mentioned in (C) below, to supply as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as the Purchasers or the Representative may reasonably request. The terms "supplement" and "amendment" or "amend" as used in this Agreement shall include all documents filed by Verizon Communications with the Commission subsequent to the effective date of the Registration Statement, or the date of the Basic Prospectus, as the case may be, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are deemed to be prepared incorporated by reference therein. (B) Before amending or supplementing the Registration Statement or the Prospectus with respect to the New Notes, to furnish to any Purchaser or the Representative, and to counsel for the Purchasers, a Prospectus copy of each such proposed amendment or supplement. The covenants in a form approved Paragraphs (C), (D) and (E) apply only to Reselling Purchasers: (C) The Companies will notify the Reselling Purchasers promptly, at any time prior to completion of the resale of the New Notes by the UnderwritersReselling Purchasers, and confirm the notice in writing, (i) of the delivery to file such Prospectus the Commission for filing any document to be filed pursuant to Rule 424(bthe Exchange Act which will be incorporated by reference into the Registration Statement, (ii) under of any request by the Securities Act within the time period prescribed by Rule 424(b) and to provide the Underwriters with evidence satisfactory to the Underwriters of such timely filing; to cause to be made no further Commission for any amendment or any supplement to the Registration Statement Statement, to any document incorporated by reference therein or to the Prospectus prior to the 91st day following the Closing Date except as permitted herein; to give notice to the Underwriters of the filing of for any amendment to the Registration Statement which is filed or becomes effective prior to the 91st day following the Closing Date or any supplement to the Prospectus or any amended Prospectus which is filed prior to the 91st day following the Closing Date and to furnish the Underwriters with copies thereof; to file promptly all reports and any global proxy or information statements required to be filed by the Sponsor with the Commission pursuant to Section 13(a)additional information, 13(c), 14 or 15(d(iii) of the Exchange Act subsequent to the date of the Prospectus and, until the 91st day following the Closing Date; to promptly advise the Underwriters of its receipt of notice of the issuance by the Commission of any stop order directed to the Registration Statement or of: any document incorporated therein by reference or the initiation or threat of any challenge by the Commission to the accuracy or adequacy of any document incorporated by reference in the Registration Statement and (iiv) of receipt by the Companies of any order preventing or suspending the use of the Prospectus; (ii) notification with respect to the suspension of the qualification of the New Notes for offering or sale in any jurisdiction; (iii) jurisdiction or the initiation of or threat of any proceeding for that purpose. (D) If, at any time prior to the completion of the resale of the New Notes during which, in the opinion of counsel for the Reselling Purchasers, the Prospectus is required by law to be delivered, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make a statement therein, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, not materially misleading, or if it is otherwise necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at their own expense (unless such purpose; (iv) any request amendment shall relate to information furnished by the Commission for Purchasers or the amending Representative by or supplementing on behalf of the Registration Statement Purchasers in writing expressly for use in the Prospectus), to the Reselling Purchasers, the number of copies requested by the Reselling Purchasers or the Representative of either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or for additional information. In the event supplemented will not, in light of the issuance of any stop order or of any order preventing or suspending the use of circumstances when the Prospectus is delivered to a subsequent purchaser, be misleading or suspending any such qualification, so that the Sponsor promptly shall Prospectus will comply with law. (E) To use its their best efforts to obtain qualify the withdrawal New Notes for offer and sale under the securities or Blue Sky laws of such order by jurisdictions as the Commission. B. To furnish promptly to Purchasers or the Underwriters Representative shall reasonably request and to counsel for the Underwriters a signed copy pay all expenses (including fees and disbursements of counsel) in connection therewith; provided, however, that each of the Registration Statement as originally filed Companies, in complying with the Commissionforegoing provisions of this paragraph, and shall not be required to qualify as a foreign company or to register or qualify as a broker or dealer in securities in any jurisdiction or to consent to service of each amendment thereto filed process in any jurisdiction other than with the Commission, including all consents and exhibits filed therewith. C. To deliver promptly respect to the Underwriters such number claims arising out of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case including exhibits); (ii) the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (including exhibits thereto). If the delivery of a prospectus is required at any time in connection with the offering or sale of the Notes New Notes, and if at such time any events provided further that the Companies shall have occurred as a result of which not be required to continue the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light qualification of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement New Notes beyond one year from the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Sponsor shall notify the Underwriters and, upon the Underwriters' request based upon the advice date of counsel, shall file such document and prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which corrects such statement or omission or effects such compliance. D. To cause to be filed promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Seller or the Underwriters, be required by the Securities Act or requested by the Commission. Neither the Underwriters' consent to nor their delivery of any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof. E. To cause to be furnished to the Underwriters and counsel for the Underwriters, prior to filing with the Commission, and to obtain the consent of the Underwriters, which consent will not unreasonably be withheld, for the filing of the following documents relating to the Notes: (i) any amendment to the Registration Statement or supplement to the Prospectus, or document incorporated by reference in the Prospectus, or (ii) the Prospectus filed pursuant to Rule 424 of the Rules and Regulations. F. To use its best efforts, in cooperating with the Sponsor and the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Notes. The Seller will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been so qualified. G. The Seller will not, without the prior written consent of the Representative, contract to sell any automobile receivables-backed certificates, automobile receivables-backed notes or other similar securities either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the Closing Date. H. So long as the Notes shall be outstanding, the Seller shall deliver to the Underwriters as soon as such statements are furnished to the Trustee: (i) the annual statement as to compliance of the Servicer delivered to the Trustee pursuant to Section 4.10(a) of the Sale and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to Section 4.11 of the Sale and Servicing Agreement with respect to the Servicer; and (iii) the monthly reports furnished to the Noteholders pursuant to Section 5.9 of the Sale and Servicing Agreement. I. So long as any of the Notes are outstanding, the Seller will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year of the Trust, all documents required to be distributed to Noteholders and other filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder with respect to any securities issued by the Sponsor or the Seller that are (A) non-structured equity or debt offering of the Sponsor or the Seller or (B) the Notes and (ii) from time to time, any other information concerning the Sponsor or the Seller filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters shall reasonably request in writing. J. To apply the net proceeds from the sale of the Notes in the manner set forth in the ProspectusNew Notes. K. If, between the date hereof or, if earlier, the dates as of which information is given in the Prospectus and the Closing Date, to the knowledge of the Seller, there shall have been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Sponsor or the Seller, the Seller will give prompt written notice thereof to the Underwriters. L. To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Sponsor or the Seller, the Seller shall use its best efforts to furnish or cause to be furnished such documents and take any such other actions.