Common use of Protection of Right Title and Interest Clause in Contracts

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereofother Purchased Assets (other than any such Purchased Assets, to the extent that the interest of the Purchaser therein cannot be perfected by the filing of a financing statement). The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate additional financing statements and amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of all times maintain its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's ’s master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser Purchaser. The Seller shall at all times maintain (i) control of all electronic records constituting or its assignee. Indication of the ownership forming a part of a Receivable by the Purchaser that is electronic chattel paper and (ii) possession of all tangible records constituting or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the forming a part of a Receivable shall have been paid in full or repurchasedthat is tangible chattel paper. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. Purchaser (g) The Seller shall, upon receipt by the Seller or any subsequent assignee of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables).

Protection of Right Title and Interest. (a) The Seller shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereofother Purchased Assets (other than any such Purchased Assets, to the extent that the interest of the Purchaser therein cannot be perfected by the filing of a financing statement). The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate additional financing statements and amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's ’s master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchasedPurchaser. (fd) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. Purchaser (g) The Seller shall, upon receipt by the Seller or any subsequent assignee of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables).

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables Receivables, the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's ’s master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneePurchaser. Indication The Seller shall at all times maintain control of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchasedReceivables constituting electronic chattel paper. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's ’s records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and will file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall will deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller authorizes the Purchaser and any assignee of the Purchaser hereunder to file such financing statements and continuation statements. (b) The Seller shall will not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) 506 of the UCC, unless it shall have has given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed files appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall will give the Purchaser at least sixty (60) days' prior written notice of any relocation change in its jurisdiction of its principal executive office if, as a result of such relocation, organization and will promptly file (and authorizes the applicable provisions Purchaser and any assignee of the UCC would require the filing of any amendment Purchaser hereunder to file) all amendments of any previously filed financing or continuation statement or of and any new financing statement and shall promptly file any such amendment or new financing statementstatements as may be necessary to continue the perfection of the Purchaser's interest in the Purchased Property. The Seller shall will at all times maintain each office from which it shall will service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall will maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall will maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance hereunder under this Agreement of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall will indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall will not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have has been paid in full or repurchased. (f) If at any time the Seller shall propose proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall will give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall will indicate clearly that such Receivable has been conveyed to and is owned by the PurchaserPurchaser or its assignee. (g) The Seller shallSeller, upon receipt by the Seller of reasonable prior notice, will permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall will furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligornumber) then owned by the PurchaserPurchaser or its assignee, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneePurchaser. Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables Receivables, the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's ’s master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser Purchaser. The Seller shall at all times maintain (i) control of all electronic records constituting or its assignee. Indication of the ownership forming a part of a Receivable by the Purchaser that is electronic chattel paper or its assignee shall not be deleted from Hybrid Chattel Paper and (ii) possession of all tangible records constituting or modified on the Seller's computer systems until, and only until, the forming a part of a Receivable shall have been paid in full that is tangible chattel paper or repurchasedHybrid Chattel Paper. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's ’s records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller Contributor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Seller Contributor in accordance with paragraph (aSection 1.01(c) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser Transferor at least five thirty (530) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed UCC financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (fb) If at any time the Seller Contributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables contracts to any prospective purchaser, lender, or other transferee, the Seller Contributor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been conveyed sold to the Transferor and is owned then resold to the Issuer and pledged by the PurchaserIssuer to the Trustee for the benefit of the Noteholders. (gc) The Seller shall, upon receipt by Contributor shall deliver to the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon requestTransferor, the Seller shall furnish Managing Member, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the PurchaserEquipment, are required to be filed within twenty thirty (2030) Business Daysdays following the Closing Date or the Substitution Date, a list of all Receivables as applicable, or (by contract number and name of Obligorii) then owned by stating that, in the Purchaser, together with a reconciliation opinion of such list counsel, no such action shall be necessary to the Schedule of Receivablespreserve and protect such interest.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables Receivables, the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchasedPurchaser. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in under this Agreement in, to and under the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7506(b) of the Relevant UCC, unless it shall have given the Purchaser at least five (5) 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office or of any change in its jurisdiction of organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, and its jurisdiction of organization within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee(or, upon sale of the Receivables to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) ten Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute will authorize and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall will deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall will not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) 506 of the UCC, unless it shall have has given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed files appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall will give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall will promptly file any such amendment or new financing statement. The Seller shall will at all times maintain each office from which it shall will service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall will maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall will maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall will indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall will not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have has been paid in full or repurchased. (f) If at any time the Seller shall propose proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall will give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall will indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shallwill, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall will furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in under this Agreement in, to and under the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the Relevant UCC, unless it shall have given the Purchaser at least five sixty (560) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee(or, upon sale of the Receivables to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or light-duty truck receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty ten (2010) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in under this Agreement in, to and under the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the Relevant UCC, unless it shall have given the Purchaser at least five sixty (560) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee(or, upon sale of the Receivables to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty ten (2010) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in under this Agreement in, to and under the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7506(b) of the Relevant UCC, unless it shall have given the Purchaser at least five (5) 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office or of any change in its jurisdiction of organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, and its jurisdiction of organization within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee(or, upon sale of the Receivables to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) 10 Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) and/or the Noteholders, the Insurer, the Indenture Trustee and the Indenture Trustee under the Trust and Servicing Agreement in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser and/or the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading FORM OF PURCHASE AGREEMENT within the meaning of ss. 9-402(7) 506 of the UCC, unless it shall have given the Purchaser at least five (5) 60 days' prior written notice thereof and shall have promptly filed no later than five days after the effective date thereof, files appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser Purchaser, the Indenture Trustee and the Insurer at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and (in which case the Seller shall promptly file any or cause to be filed such amendment or continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America). (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain cause its computer systems, in accordance with its customary standards, policies and procedures, systems to be maintained so that, from and after the time of conveyance hereunder sale under this Agreement of the Receivables to be maintained such that the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly has been conveyed to the interest of the Purchaser in such Receivable and that such Receivable is owned Purchaser, subsequently conveyed by the Purchaser or its assigneeto the Issuer and pledged by the Issuer to the Indenture Trustee. Indication of the ownership of Purchaser's, the Trust's and the Indenture Trustee's respective interest in a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the SellerServicer's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned the Purchaser, subsequently conveyed by the PurchaserPurchaser to the Issuer and pledged by the Issuer to the Indenture Trustee. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (hg) Upon request, the Seller shall furnish to the Purchaser, the Indenture Trustee and/or the Insurer, as applicable, within twenty (20) five Business Days, a list of all Receivables (by contract number and name of Obligor) then owned repurchased under this Agreement by the PurchaserSeller. (h) The Seller shall from time to time, together with a reconciliation at its expense, promptly execute and deliver all further instruments and documents (including, without limitation, powers of such list attorney for the benefit of the Servicer) and take all further action that may be necessary or desirable to permit the Schedule Servicer to perform its obligations under the Trust and Servicing Agreement, including without limitation, the Servicer's obligation to preserve and maintain the perfected security interest of Receivables.the Indenture Trustee in the Receivables and the Financed Vehicles. FORM OF PURCHASE AGREEMENT

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneePurchaser. Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereofother Purchased Assets (other than any such Purchased Assets, to the extent that the interest of the Purchaser therein cannot be perfected by the filing of a financing statement). The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate additional financing statements and amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of all times maintain its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's ’s master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser Purchaser. The Seller shall at all times maintain (i) control of all electronic records constituting or its assignee. Indication of the ownership forming a part of a Receivable by the Purchaser that is electronic chattel paper and (ii) possession of all tangible records constituting or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the forming a part of a Receivable shall have been paid in full or repurchasedthat is tangible chattel paper. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. Purchaser (g) The Seller shall, upon receipt by the Seller or any subsequent assignee of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty ). 10 (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.Nissan 2012-B Purchase Agreement)

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables Receivables, the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchasedPurchaser. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (hg) Upon requestOn each Distribution Date, the Seller shall furnish pay the Lease Payment Deposit with respect to such Distribution Date to the PurchaserServicer, within twenty (20) Business Days, a list on behalf of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of ReceivablesTrust.

Protection of Right Title and Interest. (a) The Seller shall execute authorize and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) 506 of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute authorize and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-file- stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) 506 of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-9- 402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneePurchaser. Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) 20 Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables Receivables, the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchasedPurchaser. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (hg) Upon requestOn each Distribution Date, the Seller shall furnish pay the Servicing Payment Deposit to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of ReceivablesPurchaser or its designee.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables Receivables, the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America.. (Nissan 2004-C Purchase Agreement) (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchasedPurchaser. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. ' 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller Each Contributor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) RCL Trust 1996-1 in the Receivables Series 1996-1 Certificates and in the proceeds thereof. The Seller Each Contributor shall deliver (or cause to be delivered) to the Purchaser RCL Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller Each Contributor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller such Contributor in accordance with paragraph (aSection 5.1(a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser RCL Trustee at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller Each Contributor shall give the Purchaser RCL Trustee at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller Contributors shall cause the Administrative Agent to at all times maintain each office from which it shall service ReceivablesFCTT Assets, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time either of the Seller Contributors shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables any other Series of Specified Beneficial Certificates to any prospective purchaser, lender, or other transferee, the Seller such Contributor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableSeries 1996-1 Asset, shall indicate clearly that such Receivable has been conveyed to and is Series 1996-0 Xxxxx xx owned by Comerica as trustee for FCTT and that the Purchaserbeneficial interest in such Series 1996-0 Xxxxx xxx been transferred to RCL Trust 1996-1. (ge) The Seller shall, upon receipt by Contributors shall cause the Seller of reasonable prior notice, Administrative Agent to permit the Purchaser RCL Trustee and its agents (or any agents of any assignee of the RCL Trustee contemplated by the Basic Documents) at any time during normal business hours to inspect, audit, and make copies of and abstracts from the SellerAdministrative Agent's records regarding any ReceivableSeries 1996-1 Asset. (hf) Upon requestrequest of the RCL Trustee, the Seller Contributors shall cause the Administrative Agent to furnish to the PurchaserRCL Trustee, within twenty (20) Business Days, a list of all Receivables Series 1996-1 Leases or Series 1996-1 Leased Vehicles (by contract vehicle registration number and name of Obligor) then owned by the Purchaseraccount number), together with a reconciliation of such list to the Schedule of ReceivablesSeries 1996-1 Leases.

Protection of Right Title and Interest. (a) The Seller shall execute will authorize and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall will deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall will not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) 506 of the UCC, unless it shall have has given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed files appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall will give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall will promptly file any such amendment or new financing statement. The Seller shall will at all times maintain each office from which it shall will service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall will maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall will indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall will not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have has been paid in full or repurchased. (f) If at any time the Seller shall propose proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall will give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall will indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shallwill, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall will furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) The Seller shall execute and file file, at its own expense, such additional financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places statements as may be required by law Applicable Law fully to preserve, maintain, and protect the first priority perfected security interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof, to the extent that the Purchaser has not done so pursuant to the authority granted to it pursuant to Section 2.05(c). The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided abovein this clause (a), as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph Section 2.05 or clause (a) above seriously misleading within the meaning of ss. Section 9-402(7506(b) of the UCC, unless it the Seller shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The Seller hereby authorizes the Purchaser to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable in connection with the perfection of the ownership interest granted to the Purchaser herein. (c) The Seller shall give the Purchaser at least sixty ninety (6090) days' prior written notice of (i) any relocation of its principal executive location specified in Section 3.01(a)(xiv), or (ii) any change in its jurisdiction of organization, including the jurisdiction in which the Seller maintains its main office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and under its principal executive office, within the United States of Americanational banking association charter. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables motor vehicle loan or installment sale contracts to any prospective purchaser, lender, or other transferee, all of the Seller shall give to such prospective purchasercomputer diskettes, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) thatthat are delivered to such prospective purchaser, if they shall lender or transferee, and that refer in any manner whatsoever to any ReceivableReceivable that has been sold to the Purchaser, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (ge) The Seller shallshall provide the Purchaser with a schedule listing the loans, upon receipt contracts or other property at least two Business Days prior to the addition by the Seller or any affiliate of reasonable prior noticethe Seller of such loans, contracts or other property to the Barclays Facility, which such schedule shall contain a list and description of such loans, contracts or other property in sufficient detail to permit the Purchaser to determine that such loans, contracts or other property are not Conveyed Assets. (f) The Seller shall obtain from the Federal Reserve Bank of Cleveland on or prior to each Transfer Date a consent to sale and release of its agents at security interest in the Receivables being sold on each Transfer Date. (g) Except as provided herein, the Seller will not sell, pledge, assign or transfer any time during normal business hours Conveyed Asset to inspectany Person, auditor grant, create, incur, assume or suffer to exist any Lien on any interest therein, and make copies the Seller shall defend the right, title, and interest of the Purchaser in, to and abstracts from under such Conveyed Assets against all claims of third parties claiming through or under the Seller's records regarding any Receivable. (h) Upon requestImmediately following a Transfer Date, the Seller shall furnish to the Purchaser, within twenty or its designee, shall have a right to access the location of the Receivable Files set forth on Exhibit C hereto for the purpose of (20x) Business Days, a list stamping each Receivable File to reflect the purchase of all Receivables (by the related retail loan or installment sale contract number and name of Obligor) then owned by the PurchaserPurchaser on such Transfer Date and its transfer to its permitted assigns and (y) for the purpose of reviewing the Receivable Files to determine the completeness of the Receivables File. The Purchaser shall complete the process of stamping and reviewing the Receivable Files as soon as reasonably practicable and shall pay its own or third party expenses associated with such activities. The Servicer shall take no action to remove, together with a reconciliation alter or obliterate the stamp placed on the contract to show the ownership of the Receivable by the Purchaser unless such list Receivable has been released pursuant to the Schedule terms of Receivablesthis Agreement.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in under this Agreement in, to and under the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the Relevant UCC, unless it shall have given the Purchaser at least five sixty (560) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee(or, upon sale of the Reveivables to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or light- or medium-duty truck receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty ten (2010) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneePurchaser. Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCCUCC or any successor provision, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office or jurisdiction of incorporation if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Initial Receivables to the PurchaserPurchaser hereunder and of the Additional Receivables pursuant to the First Tier Subsequent Assignments, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneePurchaser. Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchasedPurchaser. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller Sellers shall execute and file take such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places actions as may be are required by law fully to preserve, maintain, and protect fully the interest of the Purchaser (or its assignee) in the Receivables Sold Assets and in the proceeds thereof. The Seller shall Each of the Sellers shall, at its sole cost and expense, promptly and duly execute and deliver any and all further instruments and documents and take such further actions that may be necessary or desirable or that the Purchaser may request to carry out more effectively the provisions and purposes of this Agreement or any other Transaction Document or to obtain the full benefits of this Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or cause appropriate for the sale to or for the benefit of the Purchaser of any Sold Assets, (ii) perfecting, protecting, preserving, continuing and maintaining fully the purchase by, and the assignments, security interests and other Liens granted or purported to be deliveredgranted to, the Purchaser under this Agreement (including the filing any financing or continuation statements under the UCC with respect to the ownership interests or Liens granted hereunder or under any other Transaction Document) and (iii) enabling the Purchaser, the Issuer or the Indenture Trustee to exercise or enforce its rights under this Agreement or any of the other Transaction Documents. Each of the Sellers hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file any such financing or continuation statements without the signature of the Sellers to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement or of any notice or financing statement covering the Sold Assets shall be sufficient as a notice or financing statement where permitted by law. If any amount payable under or in connection with any of the Sold Assets is or shall become evidenced by any instrument, such instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Purchaser file-stamped copies immediately upon the Sellers' receipt thereof and promptly delivered to or at the direction of the Purchaser. If either of the Sellers fail to perform any agreement or obligation under this Section 5.1(a), the Purchaser, the Issuer or the Indenture Trustee may (but shall not be required to) itself perform, or cause performance of, such agreement or filing receipts forobligation, any document filed as provided aboveand the reasonable expenses of the Purchaser, as soon as available following the Issuer or the Indenture Trustee incurred in connection therewith shall be payable by such filingSeller upon demand of the Purchaser. (b) The Seller Sellers shall not change its nametheir respective names, identityidentities, or corporate structure structures in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller Sellers, in accordance with paragraph (aSection 5.1(a) above seriously misleading within the meaning of ss. 9-9- 402(7) of the UCCNew York Uniform Commercial Code, unless it such Seller shall have given the Purchaser at least five (5) 30 days' prior written notice thereof and shall have promptly promptly, but in no event later than 10 days after such change, filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller Sellers shall give the Purchaser Purchaser, the Issuer and the Indenture Trustee at least sixty (60) 30 days' prior written notice of any relocation of its their principal executive office offices if, as a result of such relocation, the applicable provisions of the UCC Uniform Commercial Code would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly promptly, but in no event later than 10 days after such relocation, file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller Sellers shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's Sellers' records regarding any Receivablethe Sold Assets. (he) Upon requestOn the Closing Date, the Seller Sellers shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables Sold Leases and Sold Vehicles (by contract vehicle registration number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivablesaccount number).

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables Contracts and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller shall not change its name, identity, identity or corporate structure in any manner that would, could, or might would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (aSection 5.1(a) above seriously misleading within the meaning of ss. Section 9-402(7) of the Relevant UCC, unless it shall have given the Purchaser at least five sixty (560) days' prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Purchaser in the Contracts and the proceeds thereof. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or any new financing statement. The Seller shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each)) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract. (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance hereunder the transfer of the Receivables Contracts to the PurchaserPurchaser pursuant to this Agreement, the Seller's master computer records (including any back-up archives) that refer to a Receivable Contract shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable Contract is owned by the Purchaser or its assignee(or, upon transfer of the Contracts to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee Contract shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable such Contract shall have been paid in full or repurchasedrepurchased by the Seller. (f) If at any time the Seller shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, recordscompact disks, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been conveyed to sold and is owned by the PurchaserPurchaser (or, upon transfer of the Contracts to the Trust, the Trust), unless such Contract has been paid in full or repurchased by the Seller. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any ReceivableContract. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty ten (2010) Business Days, a list of all Receivables Contracts (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of ReceivablesContract Schedule.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in under this Agreement in, to and under the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the Relevant UCC, unless it shall have given the Purchaser at least five sixty (560) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee(or, upon sale of the Receivables to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or light- or medium-duty truck receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty ten (2010) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. (S) 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneePurchaser. Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) 20 Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law to fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) Purchaser, the Certificateholders and/or the Trustee under the Trust and Servicing Agreement in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-and/or the Trustee file- stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' 60 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statementsthereof. (c) The Seller shall give the Purchaser at least sixty (60) days' 60 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and (in which case the Servicer shall promptly file any or cause to be filed such amendment or continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America). (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain cause its computer systems, in accordance with its customary standards, policies and procedures, so systems to be maintained such that, from and after the time of conveyance hereunder sale of the Receivables to the Purchaserunder this Agreement, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneeTrustee. Indication of the Trustee's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the SellerServicer's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or the Trustee. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables Receivables, the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's ’s master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneePurchaser. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased.11 (Nissan 2005-B Purchase Agreement) (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's ’s records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) and/or the Certificateholders and the Trustee under the Pooling and Servicing Agreement in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-and/or the Trustee file- stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statementsthereof. (c) The Seller shall give the Purchaser at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and (in which case the Servicer shall promptly file any or cause to be filed such amendment or continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America). (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain cause its computer systems, in accordance with its customary standards, policies and procedures, systems to be maintained so that, from and after the time of conveyance hereunder sale under this Agreement of the Receivables to be maintained such that the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneeTrustee. Indication of the Trustee's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the SellerServicer's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or the Trustee. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the PurchaserPurchaser hereunder and pursuant to the First Tier Subsequent Assignments, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, identity or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneePurchaser. Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) 20 Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) and/or the Certificateholders and the Trustee under the Pooling and Servicing Agreement in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser and/or the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statementsthereof. (c) The Seller shall give the Purchaser at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and (in which case the Servicer shall promptly file any or cause to be filed such amendment or continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America). (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain cause its computer systems, in accordance with its customary standards, policies and procedures, systems to be maintained so that, from and after the time of conveyance hereunder sale under this Agreement of the Receivables to be maintained such that the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assigneeTrustee. Indication of the Trustee's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the SellerServicer's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or the Trustee. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) The Seller shall execute and file file, at its own expense, such additional financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places statements as may be required by law Applicable Law fully to preserve, maintain, and protect the first priority perfected security interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof, to the extent that the Purchaser has not done so pursuant to the authority granted to it pursuant to Section 2.05(c). The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided abovein this clause (a), as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph Section 2.05 or clause (a) above seriously misleading within the meaning of ss. Section 9-402(7506(b) of the UCC, unless it the Seller shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The Seller hereby authorizes the Purchaser to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable in connection with the perfection of the ownership interest granted to the Purchaser herein. (c) The Seller shall give the Purchaser at least sixty ninety (6090) days' prior written notice of (i) any relocation of its principal executive location specified in Section 3.01(a)(xiv), or (ii) any change in its jurisdiction of organization, including the jurisdiction in which the Seller maintains its main office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and under its principal executive office, within the United States of Americanational banking association charter. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables motor vehicle loan or installment sale contracts to any prospective purchaser, lender, or other transferee, all of the Seller shall give to such prospective purchasercomputer diskettes, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) thatthat are delivered to such prospective purchaser, if they shall lender or transferee, and that refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (ge) The Seller shallshall provide the Purchaser with a schedule listing the loans, upon receipt installment sale contracts or other property at least two Business Days prior to the addition by the Seller or any affiliate of reasonable prior noticethe Seller of such loans, installment sale contracts or other property to the Barclays Facility, which such schedule shall contain a list and description of such loans, installment sale contracts or other property in sufficient detail to permit the Purchaser to determine that such loans, installment sale contracts or other property are not Conveyed Assets. (f) The Seller shall obtain from the Federal Reserve Bank of Cleveland a consent to sale and its agents at release of security interest in the Receivables. (g) Except as provided herein, the Seller will not sell, pledge, assign or transfer any time during normal business hours Conveyed Asset to inspectany Person, auditor grant, create, incur, assume or suffer to exist any Lien on any interest therein, and make copies the Seller shall defend the right, title, and interest of the Purchaser in, to and abstracts from under such Conveyed Assets against all claims of third parties claiming through or under the Seller's records regarding any Receivable. (h) Upon requestImmediately following the Closing Date, the Seller shall furnish to the Purchaser, within twenty or its designee, shall have a right to access the location of the Receivable Files set forth on Exhibit C hereto for the purpose of (20x) Business Days, a list stamping each Receivable File to reflect the purchase of all Receivables (by such contract number and name of Obligor) then owned by the PurchaserPurchaser and its permitted assigns and (y) for the purpose of reviewing the Receivable Files to determine the completeness of the Receivables File. The Purchaser shall complete the process of stamping and reviewing the Receivable Files as soon as reasonably practicable and shall pay its own or third party expenses associated with such activities. The Servicer shall take no action to remove, together with a reconciliation alter or obliterate the stamp placed on the contract to show the ownership of the Receivable by the Purchaser unless such list Receivable has been released pursuant to the Schedule terms of Receivablesthis Agreement.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in under this Agreement in, to and under the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7506(b) of the Relevant UCC, unless it shall have given the Purchaser at least five (5) 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) 60 days' prior written notice of any relocation of its principal executive office or of any change in its jurisdiction of organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, and its jurisdiction of organization within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee(or, upon sale of the Receivables to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) ten Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute will authorize and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall will deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall will not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) 506 of the UCC, unless it shall have has given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed files appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall will give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall will promptly file any such amendment or new financing statement. The Seller shall will at all times maintain each office from which it shall will service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall will maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall will maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance hereunder under this Agreement of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall will indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall will not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have has been paid in full or repurchased. (f) If at any time the Seller shall propose proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall will give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall will indicate clearly that such Receivable has been conveyed to and is owned by the PurchaserPurchaser or its assignee. (g) The Seller shallSeller, upon receipt by the Seller of reasonable prior notice, will permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall will furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligornumber) then owned by the PurchaserPurchaser or its assignee, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed execute and file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office or any office at which the Seller keeps records concerning the Receivables within 90 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly execute and file any such amendment financing statement or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchasedPurchaser. (fe) The Seller covenants and agrees that it will not convey, assign, exchange or otherwise transfer the Receivables to any Person prior to the termination of this Agreement. If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (hg) Upon requestThe Purchaser, the Seller or the Trustee, as the case may be, shall furnish inform the other parties promptly, in writing, upon discovery of any breach of the Seller's representations and warranties pursuant to this Section which materially and adversely affects the interests of the Certificateholders on any Receivable. (h) The Seller agrees to deliver in kind upon receipt to the Purchaser, within twenty Servicer under the [Pooling and Servicing Agreement] [Sale and Servicing Agreement] (20if other than the Seller) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned payments received by the PurchaserSeller in respect of the Receivables as soon as practicable after receipt thereof by the Seller. (i) The Seller shall take no action, together with a reconciliation nor omit to take any action, which would impair the rights of such list to the Schedule of ReceivablesPurchaser in any Receivable, nor shall it, except as otherwise provided in this Agreement or the [Pooling and Servicing Agreement] [Sale and Servicing Agreement], reschedule, revise or defer payments due on any Receivable.

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) The In addition to the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.10, the Seller shall execute and file such additional financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law Applicable Law fully to preserve, maintain, and protect the first priority perfected security interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided abovein this clause (a), as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph Section 2.10 or clause (a) above seriously misleading within the meaning of ss. Section 9-402(7506(b) of the UCC, unless it the Seller shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The Seller hereby gives the Purchaser the authority to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or amend the security interest granted to the Purchaser herein. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of (i) any relocation of its principal executive registered location or (ii) any change in its jurisdiction of organization, including the jurisdiction in which the Seller maintains its main office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and under its principal executive office, within the United States of Americanational banking association charter. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables motor vehicle loan and installment sale contracts to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (ge) The Seller shallshall amend both (i) the UCC-1 financing statement naming HNB 2000-B (NQ) LLC as secured party (file number APO258823) and (ii) the UCC-1 financing statement naming HNB 2000-B (Q) LLC as secured party (file number APO258822) within five (5) Business Days after the Closing Date to exclude the Conveyed Assets from the collateral covered by each such financing statement. (f) The Seller shall either (i) terminate the UCC-1 financing statement naming the Federal Reserve Bank of Cleveland as secured party (file number OH00039024196) or (ii) amend such financing statement within five (5) Business Days after the Closing Date to exclude the Conveyed Assets from the collateral covered by such financing statement, upon receipt by it being understood that any replacement filing in connection therewith shall not occur prior to the Business Day after the Business Day on which such UCC-1 financing statement is terminated. (g) Except for the conveyances hereunder, the Seller will not sell, pledge, assign or transfer any Receivable to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and the Seller shall defend the right, title, and interest of reasonable prior notice, permit the Purchaser in, to and its agents at any time during normal business hours to inspect, audit, and make copies under such Receivables against all claims of and abstracts from third parties claiming through or under the Seller's records regarding any Receivable. (h) Upon requestThe Seller agrees to pay all costs and disbursements in connection with the perfection, as against all third parties, of the Purchaser's right, title and interest in and to the Receivables. (i) The Seller shall furnish deliver to the Purchaser, Purchaser within one hundred and twenty (20120) Business Daysdays following the beginning of each calendar year, beginning with the first calendar year beginning more than ninety (90) days following the Cut-off Date, an Opinion of Counsel, dated as of a list of all Receivables date during such one hundred and twenty (by contract number and name of Obligor120) then owned by day period, either (A) stating that, in the Purchaser, together with a reconciliation opinion of such list counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the Schedule interest of the Purchaser in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables Receivables, the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchasedPurchaser. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (hg) Upon requestOn each Distribution Date, the Seller shall furnish pay the Servicing Payment Deposit with respect to such Distribution Date to the PurchaserServicer, within twenty (20) Business Days, a list on behalf of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of ReceivablesTrust.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give notify the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office within 90 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchasedPurchaser. (fe) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, lender or other transferee, the Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the Purchaser. (gf) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in under this Agreement in, to and under the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the Relevant UCC, unless it shall have given the Purchaser at least five sixty (560) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, so that, from and after the time of conveyance hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-file- stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) of the UCC, unless it shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee. Indication of the ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems until, and only until, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Purchaser. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.up

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser (or its assignee) in under this Agreement in, to and under the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-Section 9- 402(7) of the Relevant UCC, unless it shall have given the Purchaser at least five sixty (560) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems, in accordance with its customary standards, policies and procedures, systems so that, from and after the time of conveyance sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser or its assignee(or, upon sale of the Receivables to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable by the Purchaser or its assignee shall not be deleted from or modified on the Seller's computer systems untilwhen, and only untilwhen, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-print- outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to sold and is owned by the PurchaserPurchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall, upon receipt by the Seller of reasonable prior notice, shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within twenty ten (2010) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables.