Common use of Protection of Title to Issuer Clause in Contracts

Protection of Title to Issuer. (a) CRB, as initial Servicer, shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary to fully preserve, maintain and protect the interest of the Issuer and the Indenture Trustee in the Trust Estate. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver or cause to be delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above as soon as available following such filing. (b) Neither the Depositor, the Seller nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading under Section 9-506 or 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 45 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Trust Estate. (c) Each of the Depositor, the Issuer and CRB shall give the Trustees at least 30 Business Days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to any previously filed financing statement or continuation statement or of any new financing statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana). (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each Receivable, 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 Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (e) Each of the Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement, its master computer records (including any backup archives) that refer to a Receivable to indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the interest of the Issuer and the Indenture Trustee in a Receivable shall be deleted from or modified on the computer systems of the Depositor and the Servicer when, and only when, the Receivable shall have been paid in full, repurchased by the Seller or purchased by the Servicer, as the case may be. (f) If at any time the Depositor or CRB shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan to any prospective purchaser, lender or other transferee, it shall provide such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables furnished prior to such request indicating removal of Conveyed Assets from the Trust.

Protection of Title to Issuer. (a) CRBMechanics Bank, as initial Servicer, shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary to fully preserve, maintain and protect the interest of the Issuer and the Indenture Trustee in the Trust Estate. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” ”. The Servicer shall deliver or cause to be delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above as soon as available following such filing. (b) Neither the Depositor, the Seller nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 10.02(a) above seriously misleading under Section 9-506 or 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 45 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Trust Estate. (c) Each of the Depositor, the Issuer and CRB Mechanics Bank shall give the Trustees at least 30 Business Days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to any previously filed financing statement or continuation statement or of any new financing statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana). (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each Receivable, 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 Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (e) Each of the Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement, its master computer records (including any backup archives) that refer to a Receivable to indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the interest of the Issuer and the Indenture Trustee in a Receivable shall be deleted from or modified on the computer systems of the Depositor and the Servicer when, and only when, the Receivable shall have been paid in full, repurchased by the Seller or purchased by the Servicer, as the case may be. (f) If at any time the Depositor or CRB Mechanics Bank shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan to any prospective purchaser, lender or other transferee, it shall provide such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables furnished prior to such request indicating removal of Conveyed Assets from the Trust.

Protection of Title to Issuer. (a) CRB, as initial Servicer, The Servicer shall execute and file such financing statements statements, and cause to be executed and filed such amendments or continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Requirements of Law or as shall be necessary fully to fully preserve, maintain and protect the interest of the Issuer and Issuer, the Securityholders, the Swap Counterparties, the Indenture Trustee and the Owner Trustee in the Trust EstateLoans and in the proceeds thereof. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver (or cause to be delivered delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. (b) Neither the Depositor, the Seller nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading under Section 9-506 or 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 45 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Trust Estate. (c) Each of the Depositor, the Issuer and CRB shall give the Trustees at least 30 Business Days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to any previously filed financing statement or continuation statement or of any new financing statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana). (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Loan accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each Receivablesuch Loan, 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 to) each Receivable Loan and the amounts from time to time deposited in or credited to the Collection Account, including identifying amounts credited to the Interest Collection Account and the Principal Collection Account in respect of each such ReceivableLoan. (ec) Each of the The Servicer and the Depositor shall maintain or cause to be maintained its computer systems so that, from and after the time of sale under this Agreement of the Receivables under this AgreementLoans, its the Servicer’s master computer records (including any backup archives) that shall refer to a Receivable to Loan indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable Loan and that such Receivable Loan is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the IndentureTrustee. Indication of the Issuer’s ownership of and the Indenture Trustee’s interest in a Loan shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Loan shall have been paid in full or repurchased or substituted for. (d) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee, each Swap Counterparty and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee and reciting the details of each filing or referring to prior Opinions of Counsel in a Receivable which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be deleted from or modified on the computer systems of the Depositor necessary to preserve and the Servicer when, and only when, the Receivable shall have been paid in full, repurchased by the Seller or purchased by the Servicer, as the case may beprotect such interest. (f) If at any time the Depositor or CRB shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan to any prospective purchaser, lender or other transferee, it shall provide such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables furnished prior to such request indicating removal of Conveyed Assets from the Trust.

Protection of Title to Issuer. (a) CRBMechanics Bank, as initial Servicer, shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary to fully preserve, maintain and protect the interest of the Issuer and the Indenture Trustee in the Trust Estate. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver or cause to be delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above as soon as available following such filing. (b) Neither the Depositor, the Seller nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading under Section 9-506 or 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 45 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Trust Estate. (c) Each of the Depositor, the Issuer and CRB Mechanics Bank shall give the Trustees at least 30 Business Days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to any previously filed financing statement or continuation statement or of any new financing statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana). (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each Receivable, 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 Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (e) Each of the Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement, its master computer records (including any backup archives) that refer to a Receivable to indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the interest of the Issuer and the Indenture Trustee in a Receivable shall be deleted from or modified on the computer systems of the Depositor and the Servicer when, and only when, the Receivable shall have been paid in full, repurchased by the Seller or purchased by the Servicer, as the case may be. (f) If at any time the Depositor or CRB Mechanics Bank shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan to any prospective purchaser, lender or other transferee, it shall provide such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables furnished prior to such request indicating removal of Conveyed Assets from the Trust.

Protection of Title to Issuer. (a) CRB, as initial Servicer, The Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary law fully to fully preserve, maintain and protect the interest of the Issuer Issuer, the Securityholders and the Indenture Trustee in the Trust EstateContracts and in the proceeds thereof. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver (or cause to be delivered delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. (b) Neither the DepositorSeller, the Seller Depositor nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above SECTION 4.02 seriously misleading under within the meaning of Section 9-506 or 9-507 402(7) of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 45 30 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Trust Estatestatements. (c) Each of the DepositorThe Seller, the Issuer Depositor and CRB the Servicer shall give the Trustees Issuer, the Owner Trustee and the Indenture Trustee at least 30 Business Days’ days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its the principal place of business or chief executive office of Premier Auto Finance, Inc., the Depositor and the Servicer (in the case of notice provided by the Servicer) if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to of any previously filed financing statement or continuation statement or of any new financing statement, statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States (other than the State of Louisiana)States. (d) The Servicer shall maintain or cause to be maintained 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 each Receivablesuch Contract, 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 to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of each such ReceivableContract. (e) Each of the The Servicer and the Depositor shall maintain or cause to be maintained its computer systems so that, from and after the time of sale under this Agreement of the Receivables under this AgreementContracts, its the Servicer's master computer records (including any backup archives) that shall refer to a Receivable to Contract indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the IndentureTrustee. Indication of the interest Issuer's ownership of the Issuer and the Indenture Trustee Trustee's interest in a Receivable Contract shall be deleted from or modified on the Servicer's computer systems of the Depositor and the Servicer when, and only when, the Receivable related Contract shall have been paid in full, full or repurchased by the Seller or purchased by the Servicer, as the case may beshall have become a Defaulted Contract. (f) If at any time the Depositor or CRB the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan contracts to any prospective purchaser, lender or other transferee, it the Servicer shall provide give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly and unambiguously that such Receivable Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the ServicerTrustee. (g) The Servicer shall permit the Trustees Indenture Trustee and the Owner Trustee and their respective agents agents, at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any ReceivableContract. (h) Upon request, the Servicer shall furnish to the Owner Trustee or and the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) Contracts then held as part of the IssuerTrust Estate, together with a reconciliation of such list to the Schedule List of Receivables Contracts and to each of the Monthly Reports furnished prior to before such request indicating removal of Conveyed Assets Contracts from the TrustIssuer. (i) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency upon the execution and delivery of this Agreement and promptly after the execution and delivery of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of each 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 shall be necessary to preserve and protect such interest.

Protection of Title to Issuer. (a) CRB, as initial Servicer, The Servicer shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary law fully to fully preserve, maintain and protect the interest of the Issuer Issuer, the Trustee and the Indenture Trustee Note Insurer under the Related Documents in the Trust EstateProperty and in the proceeds thereof. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver (or cause to be delivered delivered) to the Owner Trustee and the Indenture Trustee Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. Reliance and the Issuer shall cooperate fully with the Servicer in connection with the obligations set forth above and shall execute any and all documents reasonably required to fulfill the intent of this Section 9.2(a). (b) Neither the DepositorIssuer, the Seller Reliance nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Servicer in accordance with paragraph (aSection 9.2(a) above seriously misleading under Section 9-506 or 9-507 within the applicable provisions of the UCCUCC or any title statute, unless it shall have given the Owner Trustee and the Indenture Trustee Note Insurer at least 45 days’ 60 days prior written notice thereof thereof, and shall have promptly filed file appropriate amendments to all previously filed financing finance statements or and continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Trust Estatestatements. (c) Each of Reliance and the Depositor, Servicer shall give the Issuer and CRB shall give the Trustees Note Insurer at least 30 Business Days’ 60 days prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to of any previously filed financing statement or continuation statement or of any new financing statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States (other than the State of Louisiana)America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such Receivable, 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 to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (e) Each of the Servicer and the Depositor Reliance shall maintain its computer systems so that, from and after the time of sale and contribution under this Agreement of the Receivables under this Agreementto the Issuer, its the Servicer's and Reliance's master computer records (including any backup archives) that refer to a any Receivable to indicate clearly and unambiguously that the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the IndentureIssuer. Indication of the interest Issuer's ownership of the Issuer and the Indenture Trustee in a Receivable shall be deleted from or modified on each of the Servicer's and Reliance's computer systems of the Depositor and the Servicer when, and only when, the Receivable shall have has been paid in full, repurchased by the Seller full or purchased by the Servicer, as the case may behas become a Purchased Receivable. (f) If at any time Reliance or the Depositor or CRB shall propose Servicer proposes to sell, grant a security interest in in, or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan automotive receivables (other than the Receivables) to any prospective purchaser, lender or other transferee, it the Servicer shall provide give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller full or purchased by the Servicerhas become a Purchased Receivable). (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables furnished prior to such request indicating removal of Conveyed Assets from the Trust.

Protection of Title to Issuer. (a) CRB, as initial Servicer, The Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary law fully to fully preserve, maintain and protect the interest of the Issuer Issuer, the Securityholders and the Indenture Trustee in the Trust EstateContracts and in the proceeds thereof. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver (or cause to be delivered delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. (b) Neither the DepositorSeller, the Seller Depositor nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above SECTION 4.02 seriously misleading under within the meaning of Section 9-506 or 9-507 402(7) of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 45 30 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Trust Estatestatements. (c) Each of the DepositorThe Seller, the Issuer Depositor and CRB the Servicer shall give the Trustees Issuer, the Owner Trustee and the Indenture Trustee at least 30 Business Days’ days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its the principal place of business or chief executive office of Premier Auto Finance, Inc., the Depositor and the Servicer (in the case of notice provided by the Servicer) if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to of any previously filed financing statement or continuation statement or of any new financing statement, statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana). (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each Receivable, 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 Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (e) Each of the Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement, its master computer records (including any backup archives) that refer to a Receivable to indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the interest of the Issuer and the Indenture Trustee in a Receivable shall be deleted from or modified on the computer systems of the Depositor and the Servicer when, and only when, the Receivable shall have been paid in full, repurchased by the Seller or purchased by the Servicer, as the case may be. (f) If at any time the Depositor or CRB shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan to any prospective purchaser, lender or other transferee, it shall provide such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables furnished prior to such request indicating removal of Conveyed Assets from the Trust.new

Protection of Title to Issuer. (a) CRB, as initial Servicer, The Depositor or the Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary law fully to fully preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Trust EstateReceivables and in the proceeds thereof. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer Depositor shall deliver (or cause to be delivered delivered) to the Owner Trustee Trustees and the Indenture Trustee file-Insurer file- stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. (b) Neither the Depositor, the Seller Depositor nor the Master Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 9.02(a) above seriously misleading under within the meaning of Section 9-506 or 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee Trustees and the Indenture Trustee Insurer at least 45 30 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders and the Insurer in the Trust Estate.Receivables and the proceeds thereof (c) Each of the Seller, the Depositor, the Issuer Master Servicer and CRB the Subservicer shall give the Trustees at least 30 Business Days’ 60 days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of incorporation or organization or any relocation of its principal place of business or chief executive office if, as a result of such change relocation or relocationchange, the applicable provisions of the UCC would require the filing of any amendment to of any previously filed financing statement or continuation statement or of any new financing statement, statement and shall promptly file any such amendment or new financing statement. The Master Servicer and the Subservicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana)States. (d) The Master Servicer and the Subservicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such Receivable, 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 to) each Receivable and the amounts from time to time deposited in the Collection Account Accounts and held by the Servicer in respect of each such Receivable. (e) Each of the Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement, its master computer records (including any backup archives) that refer to a Receivable to indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the interest of the Issuer and the Indenture Trustee in a Receivable shall be deleted from or modified on the computer systems of the Depositor and the Servicer when, and only when, the Receivable shall have been paid in full, repurchased by the Seller or purchased by the Servicer, as the case may be. (f) If at any time the Depositor or CRB shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan to any prospective purchaser, lender or other transferee, it shall provide such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables furnished prior to such request indicating removal of Conveyed Assets from the Trust.

Protection of Title to Issuer. (a) CRB, as initial Servicer, The Servicer shall execute and file such financing statements statements, assignments and other documents and cause to be executed executed, delivered and filed such continuation financing change or other statements, or take such assignments and other actions documents (collectively, the "Financing Statements"), all in such a manner and in such places as may be required by Applicable Law or as shall be necessary law fully to fully preserve, maintain and protect the interest of the Issuer and the Indenture Trustee interests of the Custodian and the Certificateholders in the Trust EstateAutomobile Loans and in the proceeds thereof. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer Seller shall deliver (or cause to be delivered delivered) to the Owner Trustee and the Indenture Trustee Custodian file-stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. (b) Neither the Depositor, the Seller nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, structure in any manner that would, could or might make any financing statement or continuation statement Financing Statement filed in accordance with paragraph (a) above seriously misleading under Section 9-506 or 9-507 of the UCCmisleading, unless it shall have given the Owner Trustee and the Indenture Trustee Custodian at least 45 five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed Financing Statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Custodian, stating either (A) all financing statements or continuation and financing change statements or such new financing statements as may be have been executed and filed that are necessary fully to continue the perfection of preserve and protect the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders Custodian in the Trust EstateAutomobile Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (c) Each of the Depositor, Seller and the Issuer and CRB Servicer shall have an obligation to give the Trustees Custodian at least 30 Business Days’ 60 days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office if, as a result of such change or relocation, the applicable provisions of the UCC PPSA would require the filing of any amendment to of any previously filed financing statement or continuation statement Financing Statement or of any new financing statement, Financing Statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain each office from which it shall service ReceivablesAutomobile Loans, and its principal executive office, within the United States (other than the State of Louisiana)Canada. (d) The Servicer shall maintain accounts and records as to each Receivable Automobile Loan accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each Receivablesuch Automobile Loan, 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 to) each Receivable Automobile Loan and the amounts from time to time deposited in the Collection Account in respect of each such ReceivableAutomobile Loan. (e) Each of the The Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under this AgreementAutomobile Loans to the Issuer, its the Servicer's master computer records (including any backup archives) that refer to a Receivable to an Automobile Loan shall indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable Automobile Loan and that such Receivable Automobile Loan is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the IndentureIssuer. Indication of the Issuer's interest of the Issuer and the Indenture Trustee in a Receivable an Automobile Loan shall be deleted from or modified on the Servicer's computer systems of the Depositor and the Servicer when, and only when, the Receivable related Automobile Loan shall have been paid in full, repurchased by the Seller full or purchased by the Servicer, as the case may berepurchased. (f) If at any time the Depositor Seller or CRB the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan automotive receivables to any prospective purchaser, lender or other transferee, it the Servicer shall provide give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any ReceivableAutomobile Loan, shall indicate clearly and unambiguously that such Receivable Automobile Loan has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the ServicerIssuer. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture TrusteeCustodian, within five Business Days, a list of all Receivables Automobile Loans (by Contract contract number and name of Obligor) then held as part of the IssuerACAR Series 2002-A Certificateholders' Assets, together with a reconciliation of such list to the Schedule of Receivables Automobile Loans and to each of the Servicer's Certificates furnished prior to before such request indicating removal of Conveyed Assets Automobile Loans from the TrustIssuer. (h) The Seller and the Servicer shall deliver to the Issuer and the Custodian : (i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the Custodian, either (A) all Financing Statements have been executed and filed that are necessary fully to preserve and protect the interest of the Custodian and the Certificateholders in the Automobile Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all Financing Statements have been executed and filed that are necessary fully to preserve and protect the interest of the Custodian and the Certificateholders in the Automobile Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Issuer. (a) CRBEach of the Transferor, as initial to itself, and the Servicer, as to itself, shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary law fully to fully preserve, maintain maintain, and protect the interest of the Issuer Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent and the Indenture Trustee Note Insurer in its interest in the Receivables and the other Trust EstateAssets and in the proceeds thereof. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets Each of the debtorTransferor, including all personal property of the debtor” or words as to that effectitself, and any limitations on such collateral descriptionthe Servicer, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or as to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase ofitself, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver (or cause to be delivered delivered) to the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. (b) Neither the Depositor, the Seller Transferor nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, structure in any manner that would, could could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading under Section within the meaning of ss. 9-506 or 9-507 402(7) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee Trustee, the Note Insurer and the Indenture Trustee other party at least 45 thirty days’ ' prior written notice thereof and thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such new counsel, all amendments to all previously filed financing statements as may be and continuation statements have been executed and filed that are necessary fully to continue the perfection of preserve and protect the interest of the Issuer Trust Collateral Agent in the Receivables and the Indenture Trustee for other Trust Assets, and reciting the benefit details of the Noteholders such filings or (B) stating that, in the Trust Estateopinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the DepositorTransferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Issuer Owner Trustee, the Note Insurer and CRB shall give the Trustees other party at least 30 Business Days’ thirty days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to of any previously filed financing statement or continuation statement or of any new financing statement, and shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or new financing statement(B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana)America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such Receivable, 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 to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (e) Each of the Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement, its master computer records (including any backup archives) that refer to a Receivable to indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the interest of the Issuer and the Indenture Trustee in a Receivable shall be deleted from or modified on the computer systems of the Depositor and the Servicer when, and only when, the Receivable shall have been paid in full, repurchased by the Seller or purchased by the Servicer, as the case may be. (f) If at any time the Depositor or CRB shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan to any prospective purchaser, lender or other transferee, it shall provide such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables furnished prior to such request indicating removal of Conveyed Assets from the Trust.

Protection of Title to Issuer. (a) CRB, as initial Servicer, The Depositor or the Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary law fully to fully preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Trust EstateReceivables and in the proceeds thereof. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer Depositor shall deliver (or cause to be delivered delivered) to the Owner Trustee Trustees and the Indenture Trustee Insurer file-stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. (b) Neither the Depositor, the Seller Depositor nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 9.02(a) above seriously misleading under within the meaning of Section 9-506 or 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee Trustees and the Indenture Trustee Insurer at least 45 30 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders and the Insurer in the Trust Estate.Receivables and the proceeds thereof (c) Each of the DepositorSeller, the Issuer Depositor and CRB the Servicer shall give the Trustees at least 30 Business Days’ 60 days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of incorporation or organization or any relocation of its principal place of business or chief executive office if, as a result of such change relocation or relocationchange, the applicable provisions of the UCC would require the filing of any amendment to of any previously filed financing statement or continuation statement or of any new financing statement, statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana)States. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each Receivable, 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 Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (e) Each of the Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement, its master computer records (including any backup archives) that refer to a Receivable to indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the interest of the Issuer and the Indenture Trustee in a Receivable shall be deleted from or modified on the computer systems of the Depositor and the Servicer when, and only when, the Receivable shall have been paid in full, repurchased by the Seller or purchased by the Servicer, as the case may be. (f) If at any time the Depositor or CRB shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan to any prospective purchaser, lender or other transferee, it shall provide such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables furnished prior to such request indicating removal of Conveyed Assets from the Trust.

Protection of Title to Issuer. (a) CRBThe Servicer, as the initial Servicerseller of the Receivables, shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary law fully to fully preserve, maintain and protect the interest of the Issuer and the Indenture Trustee in the Trust Estate. The Issuer hereby authorizes Receivables and in the filing of financing statements describing proceeds thereof to the extent such interest arises from the Servicer as the collateral covered thereby “all assets such seller of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this AgreementReceivables. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver (or cause to be delivered delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. (b) Neither the Depositor, the Seller nor the The Servicer shall not change its name, identity or limited liability company or corporate structure, as applicable, structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading under Section within the meaning of ss. 9-506 or 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 45 five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Trust Estatestatements. (c) Each of the Depositor, the Issuer and CRB The Servicer shall have an obligation to give the Trustees Owner Trustee and the Indenture Trustee at least 30 Business Days’ 60 days' prior written notice of any change in its name, identity, organizational structure or the jurisdiction of organization or any relocation of its principal place of business or chief executive office in which it is organized if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to of any previously filed financing statement or continuation statement or of any new financing statement, statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana)America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such Receivable, 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 to) each Receivable and the amounts from time to time deposited in the Collection Deposit Account in respect of each such Receivable. (e) Each of the The Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale under the Purchase Agreement of the Receivables under this AgreementReceivables, its the Servicer's master computer records (including any backup archives) that refer to a Receivable to shall indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the IndentureIssuer. Indication of the Issuer's interest of the Issuer and the Indenture Trustee in a Receivable shall be deleted from or modified on the Servicer's computer systems of the Depositor and the Servicer when, and only when, the Receivable shall have been paid in full, repurchased by the Seller full or purchased by the Servicer, as the case may berepurchased. (f) If at any time the Depositor or CRB Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan automotive receivables to any prospective purchaser, lender or other transferee, it the Servicer shall provide give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the ServicerIssuer. (g) The Servicer shall permit the Trustees Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, upon reasonably prior notice, hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Indenture Trustee or the Indenture Owner Trustee, within five Business Days, a list of all Receivables (by Contract contract number and name of Obligor) then held as part of the IssuerTrust, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer's Certificates furnished prior to before such request indicating removal of Conveyed Assets Receivables from the Trust. (i) The Servicer shall deliver to the Owner Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect the interest of the Issuer 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) no such action shall be necessary to perfect such interest; and (i) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect the interest of the Owner Trustee 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) no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Issuer. (a) CRBEach of the Transferor, as initial to itself, and the Servicer, as to itself, shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Law or as shall be necessary law fully to fully preserve, maintain maintain, and protect the interest of the Issuer Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent and the Indenture Trustee Note Insurer in its interest in the Receivables and the other Trust EstateAssets and in the proceeds thereof. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets Each of the debtorTransferor, including all personal property of the debtor” or words as to that effectitself, and any limitations on such collateral descriptionthe Servicer, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or as to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase ofitself, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver (or cause to be delivered delivered) to the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. (b) Neither the Depositor, the Seller Transferor nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, structure in any manner that would, could could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading under Section within the meaning of ss. 9-506 or 9-507 402(7) of the UCC, unless it shall have given the Trust Collateral Agent, the Owner Trustee Trustee, the Note Insurer and the Indenture Trustee other party at least 45 thirty days’ ' prior written notice thereof and thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such new counsel, all amendments to all previously filed financing statements as may be and continuation statements have been executed and filed that are necessary fully to continue the perfection of preserve and protect the interest of the Issuer Trust Collateral Agent in the Receivables and the Indenture Trustee for other Trust Assets, and reciting the benefit details of the Noteholders such filings or (B) stating that, in the Trust Estateopinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the DepositorTransferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Issuer Owner Trustee, the Note Insurer and CRB shall give the Trustees other party at least 30 Business Days’ thirty days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to of any previously filed financing statement or continuation statement or of any new financing statement, and shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or new financing statement(B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana)America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such Receivable, 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 to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (e) Each of the The Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables under this Agreementto the Issuer, its the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable to shall indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee Long Beach Acceptance Auto Receivables Trust 1999-2 in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the IndentureIssuer. Indication of the interest Issuer's ownership of the Issuer and the Indenture Trustee in a Receivable shall be deleted from or modified on the Servicer's computer systems of the Depositor and the Servicer when, and only when, the such Receivable shall have been paid in full, repurchased by the Seller full or purchased by the Servicer, as the case may berepurchased. (f) If at any time the Depositor Transferor or CRB the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan automotive receivables to any prospective purchaser, lender lender, or other transferee, it the Servicer shall provide give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold conveyed to and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the ServicerIssuer. (g) The Servicer shall shall, upon reasonable notice, permit the Trustees Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and their respective the Note Insurer and its agents at any time during normal business hours, upon reasonably prior notice, hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee or to the Indenture TrusteeNote Insurer, within five Business Days, a list of all Receivables (by Contract contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished prior to before such request indicating removal of Conveyed Assets Receivables from the TrustIssuer. (i) The Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Issuer. (a) CRB, as initial Servicer, The Servicer shall execute and file such financing statements statements, and cause to be executed and filed such amendments or continuation statements, or take such other actions all in such a manner and in such places as may be required by Applicable Requirements of Law or as shall be necessary fully to fully preserve, maintain and protect the interest of the Issuer and Issuer, the Securityholders, the Swap Counterparties, the Indenture Trustee and the Owner Trustee in the Trust EstateLoans and in the proceeds thereof. The Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Trust Estate shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver (or cause to be delivered delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above above, as soon as available following such filing. (b) Neither the Depositor, the Seller nor the Servicer shall change its name, identity or limited liability company or corporate structure, as applicable, in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading under Section 9-506 or 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 45 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Issuer and the Indenture Trustee for the benefit of the Noteholders in the Trust Estate. (c) Each of the Depositor, the Issuer and CRB shall give the Trustees at least 30 Business Days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office if, as a result of such change or relocation, the applicable provisions of the UCC would require the filing of any amendment to any previously filed financing statement or continuation statement or of any new financing statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States (other than the State of Louisiana). (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Loan accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each Receivablesuch Loan, 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 to) each Receivable Loan and the amounts from time to time deposited in or credited to the Collection Account, including identifying amounts credited to the Interest Collection Account and the Principal Collection Account in respect of each such ReceivableLoan. (ec) Each of the The Servicer and the Depositor shall maintain or cause to be maintained its computer systems so that, from and after the time of sale under this Agreement of the Receivables under this AgreementLoans, its the Servicer's master computer records (including any backup archives) that shall refer to a Receivable to Loan indicate clearly and unambiguously the interest of the Issuer and the Indenture Trustee in such Receivable Loan and that such Receivable Loan is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the IndentureTrustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Loan shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Loan shall have been paid in full or repurchased or substituted for. (d) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee, each Swap Counterparty and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee and reciting the details of each filing or referring to prior Opinions of Counsel in a Receivable which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be deleted from or modified on the computer systems of the Depositor necessary to preserve and the Servicer when, and only when, the Receivable shall have been paid in full, repurchased by the Seller or purchased by the Servicer, as the case may beprotect such interest. (f) If at any time the Depositor or CRB shall propose to sell, grant a security interest in or otherwise transfer any interest in any motor vehicle retail installment sale contract or installment loan to any prospective purchaser, lender or other transferee, it shall provide such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours, upon reasonably prior notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by Contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables furnished prior to such request indicating removal of Conveyed Assets from the Trust.