Common use of Further Assurances; Financing Statements Clause in Contracts

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting solely at the request of the Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail; provided that such information is in the possession of the Borrower or the Collateral Manager, as applicable, or reasonably obtainable thereby without undue burden or expense and not subject to any applicable confidentiality restrictions prohibiting such disclosure to the Agent or any Lender.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable or that the Facility Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Facility Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Facility Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Borrower Collateral in the same manner specified in Section 12.1 13.1 or in any other manner as the Facility Agent Required Lenders may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Facility Agent, upon receipt of written direction from the Facility AgentRequired Lenders, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Borrower Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security Contract Collateral and such other reports in connection with the Borrower Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent Required Lenders may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower Such Loan Party agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower such Loan Party authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower such Loan Party may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower such Loan Party whether now owned or hereafter acquired. (b) The Borrower Such Loan Party and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting at the request of the Facility Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Administrative Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Administrative Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Administrative Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Administrative Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Administrative Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Administrative Agent’s request) or the Facility Administrative Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable or that the Administrative Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Administrative Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Administrative Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Borrower Collateral in the same manner specified in Section 12.1 13.1 or in any other manner as the Facility Agent Required Lenders may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Administrative Agent, upon receipt of written direction from the Facility AgentRequired Lenders, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Borrower Collateral. (c) It shall furnish to the Collateral Agent and the Facility Administrative Agent from time to time such statements and schedules further identifying and describing the Related Security Contract Collateral and such other reports in connection with the Borrower Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent Required Lenders may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Administrative Agent or the Collateral Agent (acting at the request of the Administrative Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Administrative Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Administrative Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Administrative Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Administrative Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Administrative Agent’s request) or the Facility Administrative Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting solely at the request of the Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or reasonably desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or reasonably desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail; provided that such information is in the possession of the Borrower or the Servicer, as applicable, or reasonably obtainable thereby without undue burden or expense and not subject to any applicable confidentiality restrictions prohibiting such disclosure to the Agent or any Lender.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting at the request of the Facility Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) i. The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) ii. It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. Lessee will cooperate with Lessor in protecting Lessor’s interests in the Property, the Lease and the amounts due under the Lease, including, without limitation, the execution (a) The Borrower agrees that at any time or other authentication), and from time delivery of Uniform Commercial Code statements, records and filings, patent and copyright registration documents with respect to timeproprietary Software (if applicable), at its expense and upon reasonable request of the Facility Agent other documents requested by Lessor. Lessee will promptly execute, or the Collateral Agentotherwise authenticate, it shall promptly execute and deliver all to Lessor such further instruments documents, instruments, assurances and documentsother records, and take all reasonable such further action, that is necessary or desirable action as Lessor may reasonably request in order to perfect carry out the intent and purpose of this Lease and to establish and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies created or intended to be created in favor of Lessor under this Agreement Lease. Lessee hereby authorizes Lessor to file UCC-1 financing statements, fixture filings, real property waivers, and all other filings and recordings, as may be deemed necessary by Lessor. Lessee hereby authorizes and/or ratifies the filing of any UCC-1 financing statements by Lessor before or after the execution of this Lease. Lessee shall pay all costs of filing any financing amendment, continuation and termination statements with respect to the Property and Lease, including without limitation, any Collateralintangibles tax, documentary stamp tax or other similar taxes or charges relating thereto and all costs of UCC or other lien searches and of obtaining and filing any full or partial third-party releases deemed necessary or advisable by Lessor. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as Lessee will do whatever may be necessary or desirable advisable to have a statement of the interest of Lessor in the Property noted on any certificate of title relating to the Property and will deposit said certificate with Lessor. Lessee will execute, or otherwise authenticate, and deliver to Lessor such other documents, records and written assurances and take such further action as Lessor may request to more fully carry out the implementation, effectuation, confirmation and perfection of the Lease and any rights of Lessor thereunder. Lessee grants to Lessor a security interest in all deposits and other property transferred or pledged to Lessor to secure the payment and performance of all of Lessee’s obligations under the Lease. Lessor is authorized to take any measures necessary to protect its interest in the Property. In the event the Property is in the possession of a third party, Lessee will join with Lessor in notifying the third party of Lessor’s interest in the Property and obtaining an acknowledgment from the third party that the Collateral Agent (acting solely at third party is holding the Facility Agent’s request) may reasonably request to protect and preserve Property for the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection benefit of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquiredLessor. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a1) The Borrower Each of the Borrowers and ACFS agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable or required by applicable law or that the Master Collateral Agent or any Facility Representative may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Master Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of Borrowers shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or required by applicable law or that the Master Collateral Agent (acting solely at the or any Facility Agent’s request) Representative may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against On the Borrower may describe Effective Date, AFS Funding shall Deliver to the Master Collateral Agent the AFSFT Class A Certificate and the Borrowers shall deliver to the Master Collateral Agent all certificates representing the Residual Interests together with instruments of transfer and bond powers, each executed in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquiredblank. (b2) Upon receipt by an authorized officer of the Master Collateral Agent of written request from any Lender or Agent party to the Revolving Credit Agreement or any Facility Representative to file one or more financing or continuation statements, or amendments thereto, relating to all or any part of the Collateral, the Master Collateral Agent will employ legal counsel on behalf of the Secured Parties to prepare, at the expense of the Borrowers, such financing statements, continuation statements or other instruments required under this Section for execution by the Master Collateral Agent who will return such documents to legal counsel for filing in the appropriate jurisdictions as necessary. The Borrower Master Collateral Agent shall have no responsibility or obligation, at any time, to monitor, inquire or investigate with respect to the need for any financing statements, continuation statements or such other instruments. The Borrowers and each Secured Party hereby severally authorize the Master Collateral Agent, upon receipt of written direction from the Facility Agent, Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralCollateral without the signature of the Borrowers or the Secured Parties where permitted by law and to cause such statements and amendments to be filed at the expense of the Borrowers (which may include fees and expenses for services of legal counsel). A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Master Collateral Agent will promptly send, or cause counsel to send, to the Borrowers any financing or continuation statements thereto which it files, or causes to be filed, without the signature of the Borrowers and will promptly send, or cause counsel to send, to each Secured Party and the Borrowers, as the case may be, any financing or continuation statements thereto which it files, or causes to be filed, without the signature of the Secured Parties except, in the case of filings of copies of this Agreement as financing statements, the Master Collateral Agent will promptly send, or cause counsel to send, to the Borrowers and each Secured Party, as the case may be, the filing or recordation information with respect thereto. (c3) It Each of the Borrowers and ACFS shall furnish to the Master Collateral Agent and the each Facility Agent Representative from time to time such statements and schedules further identifying and describing the Related Security Collateral and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the any Facility Agent’s request) or the Facility Agent Representative may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower It agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting solely at the request of the Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower it authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower it may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all its personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower It and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail; provided that such information is in the possession of it or the Servicer, as applicable, or reasonably obtainable thereby without undue burden or expense and not subject to any applicable confidentiality restrictions prohibiting such disclosure to the Agent or any Lender.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable or that the Administrative Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Administrative Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Administrative Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Borrower Collateral in the same manner specified in Section 12.1 13.1 or in any other manner as the Facility Agent Required Lenders may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Administrative Agent, upon receipt of written direction from the Facility AgentRequired Lenders, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Borrower Collateral. (c) It The Borrower shall furnish to the Collateral Agent and the Facility Administrative Agent from time to time such statements and schedules further identifying and describing the Related Security Contract Collateral and such other reports in connection with the Borrower Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent Required Lenders may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a1) The Borrower Each of ACFS and the Borrowers agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable or required by applicable law or that the Lender Collateral Agent or the Administrative Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Lender Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Revolver Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of Borrowers will file such financing or continuation statements, or amendments thereto, and execute and file such other instruments or notices as may be necessary or desirable or required by applicable law or that the Lender Collateral Agent (acting solely at or the Facility Agent’s request) Administrative Agent may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against On each Borrowing Date, the Borrower may describe Borrowers will deliver to the Lender Collateral Agent all certificates representing Asset Backed Securities to be included in the same manner specified Revolver Borrowing Base on such day together with instruments of transfer and bond powers, each executed in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquiredblank. (b2) Upon receipt by an authorized officer of the Lender Collateral Agent of written request from any Lender or Agent to file one or more financing or continuation statements, or amendments thereto, relating to all or any part of the Revolver Collateral, the Lender Collateral Agent will employ legal counsel on behalf of the Secured Parties to prepare, at the expense of the Borrowers, such financing statements, continuation statements or other instruments required under this Section for execution by the Lender Collateral Agent who will return such documents to legal counsel for filing in the appropriate jurisdictions as necessary. The Borrower Lender Collateral Agent shall have no responsibility or obligation, at any time, to monitor, inquire or investigate with respect to the need for any financing statements, continuation statements or such other instruments. The Borrowers and each Secured Party hereby severally authorize the Lender Collateral Agent, upon receipt of written direction from the Facility Agent, Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralRevolver Collateral without the signature of the Borrowers or the Secured Parties where permitted by law and to cause such statements and amendments to be filed at the expense of the Borrowers (which may include fees and expenses for services of legal counsel). A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Revolver Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Lender Collateral Agent will promptly send, or cause counsel to send, to the Borrowers any financing or continuation statements thereto which it files, or causes to be filed, without the signature of the Borrowers and will promptly send, or cause counsel to send, to each Secured Party and the Borrowers, as the case may be, any financing or continuation statements thereto which it files, or causes to be filed, without the signature of the Secured Parties except, in the case of filings of copies of this Agreement as financing statements, the Lender Collateral Agent will promptly send, or cause counsel to send, to the Borrowers and each Secured Party, as the case may be, the filing or recordation information with respect thereto. (c3) It Each of ACFS and the Borrowers shall furnish to the Lender Collateral Agent and the Facility Administrative Agent from time to time such statements and schedules further identifying and describing the Related Security Revolver Collateral and such other reports in connection with the Revolver Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Administrative Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting at the request of the Facility Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect USActive 57084911.14 -103- and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (ba) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral; provided that such information is in the possession of the Borrower, or the Servicer, as applicable, or reasonably obtainable thereby without undue burden or expense and not subject to any applicable confidentiality restrictions prohibiting such disclosure to the Facility Agent or any Lenders. (cb) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Administrative Agent or the Collateral Agent (acting at the request of the Administrative Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Administrative Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Administrative Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (ba) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Administrative Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (cb) It shall furnish to the Collateral Agent and the Facility Administrative Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Administrative Agent’s request) or the Facility Administrative Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail. (d) Anything herein to the contrary notwithstanding, in no event shall the Collateral Agent have any duty, obligation or responsibility to monitor or otherwise make any determinations with respect to any security interests or actions needed to perfect or protect them nor shall the Collateral Agent have any liability for failing to monitor or for failing to make any such determinations with respect to any security interests or actions needed to perfect or protect them.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting at the request of the Facility Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (bc) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (ai) The Borrower Each of the Seller and the Servicer severally agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable or that the Purchaser, the Operating Agent or the Collateral Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement Article VIII or to enable the Purchaser, the Operating Agent or the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement and the Collateral Agent Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of Seller shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or necessary, desirable or that the Purchaser, the Operating Agent or the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe Agreement and the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquiredAgreement. (bii) The Borrower Seller and each Secured Party the Purchaser hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralCollateral without the signature of the Seller or the Purchaser where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Collateral Agent will promptly send to the Seller any financing or continuation statements thereto which it files without the signature of the Seller and will promptly send to the Purchaser any financing or continuation statements thereto which it files without the signature of the Purchaser except, in the case of filings of copies of this Agreement as financing statements, the Collateral Agent will promptly send the Seller or the Purchaser, as the case may be, the filing or recordation information with respect thereto. (ciii) It Each of the Seller and the Servicer shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security Collateral and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (ai) The Borrower and each of the Servicer severally agrees that that, at any time and from time to time, it shall at its the expense and upon reasonable request of the Facility Agent or Borrower (provided that if the Collateral AgentBackup Servicer has become a Servicer hereunder, it any such expense shall be paid by the Borrower) promptly authorize, execute and deliver deliver, as applicable, all further instruments and documents, documents and take all reasonable further action, action that is may be necessary or desirable or that the Agent may reasonably request to perfect and protect comply with the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any CollateralPerfection Actions. Without limiting the generality of the foregoing, the Borrower authorizes the filing of shall authorize, execute and file, as applicable, such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve Perfect the assignments and security interests granted by this Agreement. Such financing statements filed against In addition, the Borrower may describe the Collateral in the same manner specified in Section 12.1 Servicer shall prepare, authorize and record any applicable assignments or in any other manner as the Facility Agent may reasonably determine is certificates necessary to ensure comply with the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquiredPerfection Actions. (bii) The Borrower and each Secured Party the Lenders hereby severally authorize the Collateral Agent (at the direction of the Agent, upon receipt of written direction from the Facility Agent, ) to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralCollateral without the signature of the Borrower or the Secured Parties where permitted by law. A photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Agent (at the direction of the Agent) will promptly send to the Borrower any financing or continuation statements thereto which it files without the signature of the Borrower. The Agent (at the direction of the Agent) will promptly send the Borrower or the Secured Parties, as the case may be, the filing or recordation information with respect thereto. (ciii) It The Borrower and each of the Servicer shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security Collateral and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting solely at the request of the Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting at the request of the Facility Agent), it shall promptly USActive 31637433.4 -109- execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral.; provided that such information is in the possession of the Borrower, or the Servicer, as applicable, or reasonably obtainable thereby without undue burden or expense and not subject to any applicable confidentiality restrictions prohibiting such disclosure to the Facility Agent or any Lenders. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (ai) The Each of the Borrower and the Servicer severally agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute execute, endorse and deliver all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable that the Administrative Agent may reasonably request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement Article VIII or to enable the Collateral Administrative Agent or any of the other Secured Parties Party to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of shall execute and file such financing or continuation statements, or amendments thereto, such Mortgages and Mortgage assignments and such other instruments or notices as may be necessary or desirable or that the Collateral Administrative Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (bii) The Borrower and each Secured Party hereby severally authorize authorizes the Collateral Agent, upon receipt of written direction from the Facility Agent, Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralCollateral without the signature of the Borrower where permitted by law. A photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Administrative Agent will promptly send to the Borrower any financing statements or continuation statements thereto which it files without the written authorization of the Borrower. (ciii) It Each of the Borrower and the Servicer shall furnish to the Collateral Administrative Agent and the Facility Agent Insurer from time to time such statements and schedules further identifying and describing the Related Security Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent (acting solely at and the Facility Agent’s request) or the Facility Agent Insurer may reasonably request, all in reasonable detail. (iv) The Servicer hereby covenants and agrees to take or cause to be taken all actions, and to make or cause to be made all filings, necessary in order to vest and maintain vested in the Administrative Agent a first priority perfected security interest in the Collateral.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.. USActive 49316845.1249316845.13

Further Assurances; Financing Statements. (ai) The Borrower Each of the Borrower, the Sellers and the Servicer severally agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable or that the Agent or the Collateral Agent may reasonably request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement Article IX or to ---------- enable the Agent or the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement and the Security Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower authorizes and the filing of Sellers shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Agent or the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement and the Security Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (bii) The Borrower Borrower, the Sellers and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, Agent to execute and file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralBorrower Collateral without the signature of the Borrower, the Sellers, the Agent or the Secured Parties where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Borrower Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Collateral Agent will promptly send to AFS and the Agent any financing or continuation statements thereto which it files without the signature of the Borrower or a Seller and will promptly send to the Agent and AFS any financing or continuation statements thereto which it files without the signature of the Agent except, in the case of filings of copies of this Agreement as financing statements, the Collateral Agent will promptly send to AFS the filing or recordation information with respect thereto. (ciii) It Each of the Borrower, the Sellers and the Servicer shall furnish to the Collateral Agent and the Facility Collateral Agent from time to time such statements and schedules further identifying and describing the Related Security Borrower Collateral and such other reports in connection with the Borrower Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Collateral Agent may reasonably request, all in reasonable detail. (iv) In the event three consecutive Servicer's Certificates furnished to the Agent reflect that the Aggregate Outstanding Principal Balance of Receivables in the Total Receivables Pool having Obligors residing in the same state (other than Texas and California) exceeds 10% of the Aggregate Outstanding Principal Balance of all Receivables in the Total Receivables Pool, the Borrower shall obtain from counsel in such state an opinion (or a reliance letter on a recently delivered opinion) addressed to the Agent and each Rating Agency and in form and substance reasonably acceptable to the Agent and each Rating Agency with respect to the requirements in such state for the assignment of a security interest in a Financed Vehicle.

Further Assurances; Financing Statements. (ai) The Each of the Borrower and the Servicer severally agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable or that the Agent or the Collateral Agent may reasonably request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement Article IX or to enable the Agent or the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and ---------- remedies under this Agreement and the Security Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Agent or the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement and the Security Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (bii) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, Agent to execute and file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralBorrower Collateral without the signature of the Borrower, the Seller, the Agent or the Secured Parties where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Borrower Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Collateral Agent will promptly send to MFN and the Agent any financing or continuation statements thereto which it files without the signature of the Borrower or the Seller and will promptly send to the Agent and MFN any financing or continuation statements thereto which it files without the signature of the Agent except, in the case of filings of copies of this Agreement as financing statements, the Collateral Agent will promptly send to MFN the filing or recordation information with respect thereto. (ciii) It Each of the Borrower and the Servicer shall furnish to the Collateral Agent and the Facility Collateral Agent from time to time such statements and schedules further identifying and describing the Related Security Borrower Collateral and such other reports in connection with the Borrower Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Collateral Agent may reasonably request, all in reasonable detail. (iv) In the event three consecutive Servicer's Certificates furnished to the Agent reflect that the Aggregate Outstanding Principal Balance of Receivables in the Total Receivables Pool having Obligors residing in the same state exceeds 10% of the Aggregate Outstanding Principal Balance of all Receivables in the Total Receivables Pool, the Borrower shall obtain from counsel in such state an opinion (or a reliance letter on a recently delivered opinion) addressed to the Agent and in form and substance reasonably acceptable to the Agent with respect to the requirements in such state for the assignment of a security interest in a Financed Vehicle.

Further Assurances; Financing Statements. (ai) The Each of the Borrower and the Servicer severally agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable or that the Deal Agent or the Collateral Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement Article VIII or to enable the Lenders, the Deal Agent or the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Deal Agent of the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (bii) The Borrower and each Secured Party the Lenders hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralCollateral without the signature of the Borrower or the Lender where permitted by law. A photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Collateral Agent will promptly send to the Borrower any financing or continuation statements thereto which it files without the signature of the Borrower and will promptly send to the Lenders any financing or continuation statements thereto which it files without the signature of the Lenders except in the case of filings of copies of this Agreement as financing statements, the Collateral Agent will promptly send the Borrower or the Lenders, as the case may be, the filing or recordation information with respect thereto. (ciii) It Each of the Borrower and the Servicer shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security Collateral and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting at the request of the Facility Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (ba) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral.. USActive 31637433.35 -102- (cb) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or -106- USActive 58353885.2 that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable or that the Facility Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Facility Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Facility Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Borrower Collateral in the same manner specified in Section 12.1 13.1 or in any other manner as the Facility Agent Required Lenders may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) i. The Borrower and each Secured Party hereby severally authorize the Collateral Facility Agent, upon receipt of written direction from the Facility AgentRequired Lenders, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Borrower Collateral. (c) ii. It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security Contract Collateral and such other reports in connection with the Borrower Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent Required Lenders may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a1) The Borrower ACFS agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver deliver, or cause the Borrower to execute and deliver, all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable or required by applicable law or that the Lender Collateral Agent or the Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Lender Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, ACFS shall cause the Borrower authorizes the filing of to execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or required by applicable law or that the Lender Collateral Agent (acting solely at or the Facility Agent’s request) Agent may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against On the Closing Date, ACFS will cause the Borrower may describe the Collateral to deliver to Bank One, N.A. all certificates representing a beneficial interest in the same manner specified Spread Account Depositor together with stock powers executed in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquiredblank. (b2) The Borrower and each Secured Party hereby severally authorize the Lender Collateral Agent, upon receipt of written direction from the Facility Agent, to file execute for filing by the Agent one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralBorrower Collateral without the signature of the Borrower or the Secured Parties where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Borrower Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Agent will promptly send to the Borrower any financing or continuation statements thereto which it files without the signature of the Borrower and will promptly send to each Secured Party and the Borrower, as the case may be, any financing or continuation statements thereto which it files without the signature of the Secured Parties except, in the case of filings of copies of this Agreement as financing statements, the Agent will promptly send the Borrower and each Secured Party, as the case may be, the filing or recordation information with respect thereto. (c3) It ACFS shall furnish furnish, and shall cause the Borrower to furnish, to the Lender Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security Borrower Collateral and such other reports in connection with the Borrower Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (ai) The Borrower Each of the Borrower, the Sellers and the Servicer severally agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable or that the Agent or the Collateral Agent may reasonably request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement Article IX or to enable the Agent or the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement and the Security Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower authorizes and the filing of Sellers shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Agent or the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement and the Security Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (bii) The Borrower Borrower, the Sellers and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, Agent to execute and file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralBorrower Collateral without the signature of the Borrower, the Sellers, the Agent or the Secured Parties where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Borrower Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Collateral Agent will promptly send to AFS and the Agent any financing or continuation statements thereto which it files without the signature of the Borrower or a Seller and will promptly send to the Agent and AFS any financing or continuation statements thereto which it files without the signature of the Agent except, in the case of filings of copies of this Agreement as financing statements, the Collateral Agent will promptly send to AFS the filing or recordation information with respect thereto. (ciii) It Each of the Borrower, the Sellers and the Servicer shall furnish to the Collateral Agent and the Facility Collateral Agent from time to time such statements and schedules further identifying and describing the Related Security Borrower Collateral and such other reports in connection with the Borrower Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Collateral Agent may reasonably request, all in reasonable detail. (iv) Notwithstanding anything to the contrary contained in this Article IX, if any Transferred ABS (whether now owned or hereafter ---------- acquired) are, with the consent of the Agent, uncertificated securities, the Borrower shall promptly notify the Collateral Agent thereof, and shall promptly take all actions required to perfect the first priority security interest of the Collateral Agent therein under applicable law (including, in any event, Article 8 of the New York UCC, if applicable). Each of the Borrower and AFS further agrees to take such actions as the Agent or the Collateral Agent deems reasonably necessary or desirable to effect the foregoing and to permit the Collateral Agent to exercise any of its rights and remedies hereunder and under the Security Agreement. (v) In the event three consecutive Servicer's Certificates furnished to the Agent reflect that the Aggregate Outstanding Principal Balance of Receivables in the Total Receivables Pool having Obligors residing in the same state (other than Texas and California) exceeds 10% of the Aggregate Outstanding Principal Balance of all Receivables in the Total Receivables Pool, the Borrower shall obtain from counsel in such state an opinion (or a reliance letter on a recently delivered opinion) addressed to the Agent and each Rating Agency and in form and substance reasonably acceptable to the Agent and each Rating Agency with respect to the requirements in such state for the assignment of a security interest in a Financed Vehicle.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (ai) The Each of the Borrower and the Servicer severally agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable or that any Secured Party or the Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement Article XI or to enable such Secured Party, the Collateral Agent or any of the Secured Parties Custodian to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that any Secured Party or the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (bii) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from Custodian to execute for filing by the Facility Agent, to file Controlling Party one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralCollateral without the signature of the Borrower or the Secured Parties where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Controlling Party will promptly send to the Borrower any financing or continuation statements thereto which it files without the signature of the Borrower and will promptly send to each Secured Party and the Borrower any financing or continuation statements thereto which it files without the signature of the Secured Parties except, in the case of filings of copies of this Agreement as financing statements, the Controlling Party will promptly send the Borrower and each Secured Party, as the case may be, the filing or recordation information with respect thereto. (ciii) It Each of the Borrower and the Servicer shall furnish to the Collateral Agent and the Facility Agent Custodian from time to time such statements and schedules further identifying and describing the Related Security Collateral and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) Controlling Party or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the -110 USActive 49316845.1149316845.12 Collateral.. USActive 49316845.1149316845.12 (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Facility Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Facility Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent Required Lenders may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Facility Agent, upon receipt of written direction from the Facility AgentRequired Lenders, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security Contract Collateral and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent Required Lenders may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (acting solely at the request of the Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail; provided that such information is in the possession of the Borrower or the Servicer, as applicable, or reasonably obtainable thereby without undue burden or expense and not subject to any applicable confidentiality restrictions prohibiting such disclosure to the Agent or any Lender.

Further Assurances; Financing Statements. (ai) The Each of the Borrower and the Servicer severally agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agentexpense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is may be necessary or desirable or that the Agent or the Collateral Agent may reasonably request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement ARTICLE IX or to enable the Agent or the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement and the Collateral Agent Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Agent or the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe Agreement and the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquiredAgreement. (bii) The Borrower Borrower, the Agent and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, Agent to execute and file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the CollateralBorrower Collateral without the signature of the Borrower, the Agent or the Secured Parties where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Borrower Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Collateral Agent will promptly send to the Borrower and the Agent any financing or continuation statements thereto which it files without the signature of the Borrower and will promptly send to the Agent and the Borrower any financing or continuation statements thereto which it files without the signature of the Agent except, in the case of filings of copies of this Agreement as financing statements, the Collateral Agent will promptly send the Borrower and the Agent, as the case may be, the filing or recordation information with respect thereto. (ciii) It Each of the Borrower and the Servicer shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security Borrower Collateral and such other reports in connection with the Borrower Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense and upon reasonable request of the Facility Agent or the Collateral Agent (at the direction of the Facility Agent), it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that is necessary or desirable to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Collateral Agent (acting solely at the Facility Agent’s request) may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Collateral in the same manner specified in Section 12.1 or in any other manner as the Facility Agent may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Collateral Agent, upon receipt of written direction from the Facility Agent, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral. (c) It shall furnish to the Collateral Agent and the Facility Agent from time to time such statements and schedules further identifying and describing the Related Security and such other reports in connection with the Collateral as the Collateral Agent (acting solely at the Facility Agent’s request) or the Facility Agent may reasonably request, all in reasonable detail.