Common use of Protection of Title to Owner Trust Estate Clause in Contracts

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction of its organization or the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute prepare and file such financing statements and cause to be executed prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Related Security and other property conveyed hereby (to the extent such property constitutes Code Collateral) and the Indenture Trustee Trustee’s security interest in the Receivables Receivables, the Related Security and in other property conveyed hereby (to the proceeds extent such property constitutes Code Collateral) and hereby authorizes the Issuer (and the Indenture Trustee) to file such financing statements or continuation statements relating to all or any part thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner each Trustee and the Indenture Trustee Agent at least 30 60 days prior written notice thereofthereof and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables, the Related Security and other property conveyed hereby (to the extent such property constitutes Code Collateral). (c) The Seller and the Servicer shall give the Owner each Trustee and the Indenture Trustee Agent at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions perfection of the Relevant UCC would require Issuer’s security interest in the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementDesignated Receivables and the Related Security and other property conveyed hereunder. The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause the Servicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable as to which the Servicer has discontinued pursuing remedies with respect to collection in accordance with its customary servicing procedures. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, truck chassis, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Schedule of Retail Notes and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Schedule of Retail Notes for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee and the Agent promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) Except for the conveyances hereunder and as contemplated by the Further Transfer and Servicing Agreements, the Seller shall not sell, pledge, assign or transfer the Designated Receivables or the Related Security to any other Person, or grant, create, incur, assume or suffer to exist any Lien (except any Permitted Lien) on any interest therein, and the Seller shall defend the right, title and interest of the Trust in, to and under the Designated Receivables and Related Security against all claims of third parties claiming through or under the Seller.

Protection of Title to Owner Trust Estate. (a) The Seller or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer Securityholders and the Indenture Trustee Trustees under this Agreement in the Receivables and in the proceeds thereofReceivables. The Seller or the Servicer or both shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture each Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Each of the Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service services Receivables or at which the Receivable Files are located and its principal executive office within the United States of 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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, the Note Distribution Account in respect of such Receivableand the Certificate Distribution Account.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction of its organization or the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer's records regarding the Receivables. (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 account number and name of Obligor then held by the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before March 31 of each year, commencing with March 31, 2004, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) 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 Owner Trust Estate. (a) The Seller or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer Securityholders and the Indenture Trustee Trustees under this Agreement in the Receivables and in the proceeds thereofReceivables. The Seller or the Servicer or both shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture each Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Each of the Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service services Receivables or at which the Receivable Files are located and its principal executive office within the United States of 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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, the Note Distribution Account and the Certificate Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer. Indication of the Issuer's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been paid in respect full or repurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in medium and heavy duty truck, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Servicer shall furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such Receivablelist to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 10.03. (i) The Servicer shall deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 each 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) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) To the extent required by law, the Seller shall cause the Securities to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. § 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days days’ prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days days’ prior written notice of any change in the jurisdiction of its organization or the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer’s records regarding the Receivables. (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 account number and name of Obligor then held by the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before March 31 of each year, commencing with March 31, 2006, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) 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 Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located Receivables, and its principal executive office, within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto.

Protection of Title to Owner Trust Estate. (a) The Seller or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer Financial Parties and the Indenture Owner Trustee under this Agreement in the Receivables and the Indenture Trustee's interest in the proceeds thereofReceivables under the Indenture. The Seller or the Servicer or both 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section503(a) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Each of the Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any relocation of its principal executive office or change in the its jurisdiction of its organization or the State designated as its location in its Articles of Association formation if, as a result of such change in jurisdiction relocation or the State designated as its location in its Articles of Associationchange, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service services Receivables or at which the Receivable Files are located and its principal executive office within the United States of 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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, the Note Distribution Account and the Certificate Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Owner Trustee, the Servicer's master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Owner Trustee. Indication of the Owner Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been paid in respect full or repurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in medium and heavy duty truck, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Owner Trustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Servicer shall furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such Receivablelist to the Schedule of Receivables and ----------------------- to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Schedule of Receivables for examination by ----------------------- interested parties during normal business hours at their respective offices located at the addresses set forth in Section 10.03. (i) The Servicer shall deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 each 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) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) To the extent required by law, the Seller shall cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located Receivables, and its principal executive office, within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer's records regarding the Receivables. (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 by the Issuer, together with a reconciliation of such list to the Schedule of Receivables attached as Schedule A to this Agreement and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before March 31 of each year, commencing with March 31, 1999, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) 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 Owner Trust Estate. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller Depositor hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller Depositor nor the Servicer shall change its name in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller Depositor in accordance with paragraph (a) above seriously misleading within the meaning of ss. § 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days days’ prior written notice thereof. (c) The Seller Depositor and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days days’ prior written notice of any change in the jurisdiction of its organization or the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Depositor or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer’s records regarding the Receivables. (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 account number and name of Obligor then held by the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before of each year, commencing with , 20 , an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (j) The Depositor shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) 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 Owner Trust Estate. (a) The Seller shall execute prepare and file such financing statements and cause to be executed prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Related Security and other property conveyed hereby (to the extent such property constitutes Code Collateral) and the Indenture Trustee Trustee’s security interest in the Receivables Receivables, the Related Security and in other property conveyed hereby (to the proceeds extent such property constitutes Code Collateral) and hereby authorizes the Issuer (and the Indenture Trustee) to file such financing statements or continuation statements relating to all or any part thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner each Trustee and the Indenture Trustee Agent at least 30 60 days prior written notice thereofthereof and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables, the Related Security and other property conveyed hereby (to the extent such property constitutes Code Collateral). (c) The Seller and the Servicer shall give the Owner each Trustee and the Indenture Trustee Agent at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions perfection of the Relevant UCC would require Issuer’s security interest in the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementReceivables and the Related Security and other property conveyed hereunder (to the extent such property constitutes Code Collateral). The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause NFC to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, NFC’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on NFC’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable as to which the Servicer and NFC have discontinued pursuing remedies with respect to collection in accordance with its customary servicing procedures and such Receivable is deleted from NFC’s computer systems. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, truck chassis, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Schedule of Retail Notes and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Schedule of Retail Notes for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee and the Agent at or prior to the execution and delivery of this Agreement and of each amendment thereto, 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 in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) Except for the conveyances hereunder and as contemplated by the Further Transfer and Servicing Agreements, the Seller shall not sell, pledge, assign or transfer the Receivables or the Related Security to any other Person, or grant, create, incur, assume or suffer to exist any Lien (except any Permitted Lien) on any interest therein, and the Seller shall defend the right, title and interest of the Trust in, to and under the Receivables and Related Security against all claims of third parties claiming through or under the Seller.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable desireable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction of its organization or the State designated as its location in its Articles of Association if, as a result of such change in of jurisdiction or the State designated as its location in its Articles of Associationlocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute prepare and file such financing statements and cause to be executed prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Related Security and other property conveyed hereby (to the extent such property constitutes Code Collateral) and the Indenture Trustee Trustee’s security interest in the Receivables Receivables, the Related Security and in other property conveyed hereby (to the proceeds extent such property constitutes Code Collateral) and hereby authorizes the Issuer (and the Indenture Trustee) to file such financing statements or continuation statements relating to all or any part thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner each Trustee and the Indenture Trustee Agent at least 30 60 days prior written notice thereofthereof and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables, the Related Security and other property conveyed hereby (to the extent such property constitutes Code Collateral). (c) The Seller and the Servicer shall give the Owner each Trustee and the Indenture Trustee Agent at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions perfection of the Relevant UCC would require Issuer’s security interest in the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementDesignated Receivables and the Related Security and other property conveyed hereunder. The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause the Servicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable as to which the Servicer has discontinued pursuing remedies with respect to collection in accordance with its customary servicing procedures and such Receivable is deleted from the Servicer’s computer systems. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, truck chassis, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Schedule of Retail Notes and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Schedule of Retail Notes for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee and the Agent promptly after execution and delivery of this Agreement and of each amendment thereto, 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 in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) Except for the conveyances hereunder and as contemplated by the Further Transfer and Servicing Agreements, the Seller shall not sell, pledge, assign or transfer the Designated Receivables or the Related Security to any other Person, or grant, create, incur, assume or suffer to exist any Lien (except any Permitted Lien) on any interest therein, and the Seller shall defend the right, title and interest of the Trust in, to and under the Designated Receivables and Related Security against all claims of third parties claiming through or under the Seller.

Protection of Title to Owner Trust Estate. (a) The Seller After the Closing Date, the Servicer, pursuant to the power-of-attorney granted by the Sellers pursuant to Section 10.11, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the related Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee Trustee, with copies to the Sellers, file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither of the Seller nor the Servicer Sellers shall change its name name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by it or by the Seller Servicer in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer at least 30 days prior written notice thereof. (c) The Each Seller and the Servicer shall give the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit to (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) 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 such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time either of the Sellers or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used recreational vehicle receivable to any prospective purchaser, creditor, or other transferee, such Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit either Seller, the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer's records regarding the Receivables. (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 by the Issuer, together with a reconciliation of such list to the Schedules of Receivables and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Sellers shall deliver to the Owner Trustee and the Indenture Trustee upon the execution and delivery of this Agreement, an Opinion of Counsel 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 in the Receivables, and reciting the details of such filings. (j) The Servicer shall deliver to the Owner Trustee and Indenture Trustee on or before March 31 of each year, commencing with March 31, 1998, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (k) The Sellers shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (l) 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 Owner Trust Estate. (a) The Seller or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer Securityholders and the Indenture Owner Trustee under this Agreement in the Receivables and the Indenture Trustee's interest in the proceeds thereofReceivables under the Indenture. The Seller or the Servicer or both 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Each of the Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service services Receivables or at which the Receivable Files are located and its principal executive office within the United States of 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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, the Note Distribution Account and the Certificate Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Owner Trustee, the Servicer's master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Owner Trustee. Indication of the Owner Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been paid in respect full or repurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in medium and heavy duty truck, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Owner Trustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Servicer shall furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such Receivablelist to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 10.03. (i) The Servicer shall deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 each 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) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) To the extent required by law, the Seller shall cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Owner Trust Estate. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller Depositor hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller Depositor nor the Servicer shall change its name in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller Depositor in accordance with paragraph (a) above seriously misleading within the meaning of ss. § 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days days’ prior written notice thereof. (c) The Seller Depositor and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days days’ prior written notice of any change in the jurisdiction of its organization or the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Depositor or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer’s records regarding the Receivables. (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 account number and name of Obligor then held by the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before September 30 of each year, commencing with September 30, 2007, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (j) The Depositor shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) 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 Owner Trust Estate. (a) The Seller or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer Beneficiaries, the Certificateholders and the Indenture Trustee Trustees under this Agreement in the Receivables and in the proceeds thereofLoans. The Seller or the Servicer or both shall deliver (or cause to be delivered) to the Owner each Trustee and the Indenture Trustee Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section402(7) of the Relevant UCC, unless it shall have given the Owner each Trustee and the Indenture Trustee Insurer at least 30 60 days prior written notice thereof. (c) The thereof and shall have taken all such actions as may be reasonably requested by the Trustees or the Insurer or necessary to maintain the perfection and priority of such Liens of the Trustees. Each of the Seller and the Servicer shall give the Owner each Trustee and the Indenture Trustee Insurer at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located services Loans and its principal executive office within the United States of America. (d) . The Servicer shall maintain 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 such ReceivableLoan, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and the amounts from time to time deposited in the Lockbox Account, the Collection Account, the Note Distribution Account and the Certificate Distribution Account. The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Loans to the Issuer, the Servicer's master computer records (including any back-up archives) that refer to any Loan indicate clearly that the Loan is owned by the Issuer. Indication of the Issuer's ownership of a Loan shall be deleted from or modified on the Servicer's computer systems when, and only when, the Loan has been paid in respect full, liquidated or repurchased by the Seller or purchased by the Servicer. If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in stand-alone commercial laundry equipment loans to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Loan, indicate clearly that such Loan has been sold and is owned by the Issuer unless such Loan has been paid in full, liquidated or repurchased by the Seller or purchased by the Servicer. The Servicer shall permit each Trustee and the Insurer and their respective agents (at such Person's cost and expense except to the extent such costs and expenses shall be required to be paid by ALS or its Affiliates pursuant to the Basic Documents) at any time during normal business hours and upon reasonable advance notice to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Loans then or previously included in the Owner Trust Estate. The Servicer shall furnish to each Trustee and the Insurer at any time upon request a list of all Loans then held as part of the Trust including any then-existing amendments, substitutions or replacements thereto, together with a reconciliation of such Receivablelist to the Schedule of Loans and to each of the Servicer's Certificates furnished before such request indicating removal of Loans from the Trust. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Schedule of Loans for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 10.03.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (ba) Neither the Seller nor the Servicer shall change its name in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (cb) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction of its organization or the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located within the United States of America. (dc) 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (d) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (e) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (f) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer's records regarding the Receivables. (g) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables by account number and name of Obligor then held by the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before March 31 of each year, commencing with March 31, 2002, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of SECTION 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (i) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (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 Owner Trust Estate. (a) The Seller Transferor or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer Beneficiaries, the Certificateholders and the Indenture Trustee Trustees under this Agreement in the Receivables Loans and in the proceeds thereofReceivables. The Transferor or the Servicer or both shall deliver (or cause to be delivered) to the Owner each Trustee and the Indenture Trustee Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller Transferor nor the Servicer shall change its name jurisdiction of organization, name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above incorrect or seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) 507 of the Relevant UCC, unless it shall have given the Owner each Trustee and the Indenture Trustee Insurer at least 30 60 days prior written notice thereofthereof and shall have taken all such actions as may be reasonably requested by the Trustees or the Insurer or necessary to maintain the perfection and priority of such Liens of the Trustees. (c) The Seller Each of the Transferor and the Servicer shall give the Owner each Trustee and the Indenture Trustee Insurer at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service services Loans and Receivables or at which the Receivable Files are located and its principal executive office within the United States of America. (d) The Servicer shall maintain 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 such ReceivableLoan, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, and (ii) reconciliation between payments or recoveries on (or with respect to) each Loan and Receivable and the amounts from time to time deposited in the Lockbox Accounts and the Collection Account Accounts. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Loans and Receivables to the Issuer, the Servicer's master computer records (including any back-up archives) that refer to any Loan or Receivable indicate clearly that the Loan or Receivable is owned by the Issuer. Indication of the Issuer's ownership of a Loan or Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Loan or Receivable has been paid in respect full, liquidated or repurchased by the Transferor or purchased by the Servicer. (f) If at any time the Transferor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in stand-alone commercial laundry equipment loans to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Loan, indicate clearly that such Loan has been sold and is owned by the Issuer unless such Loan has been paid in full, liquidated or repurchased by the Transferor or purchased by the Servicer. (g) If at any time the Transferor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in trade receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer unless such Receivable has been paid in full, liquidated or repurchased by the Transferor or purchased by the Servicer. (h) The Servicer shall permit each Trustee and the Insurer and their respective agents (at such Person's cost and expense except to the extent such costs and expenses shall be required to be paid by ALS or its Affiliates pursuant to the Basic Documents) at any time during normal business hours and upon reasonable advance notice to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Loans and Receivables then or previously included in the Owner Trust Estate. (i) The Servicer shall furnish to each Trustee and the Insurer at any time upon request a list of all Loans and Receivables then held as part of the Trust including any then-existing amendments, substitutions or replacements thereto, together with a reconciliation of such Receivablelist to the Schedule of Loans and Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Loans or Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any such list to the Transferor. Each Trustee and the Transferor shall hold any such list and the Schedule of Loans and Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 11.03.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute prepare and file such financing statements and cause to be executed prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Related Security and the other property conveyed hereby (to the extent such property constitutes Code Collateral) and the Indenture Trustee’s security interest in the Receivables, the Related Security and the other property conveyed hereby (to the extend such property constitutes Code Collateral) and hereby authorizes the Issuer and the Indenture Trustee in the Receivables and in the proceeds to file such financing statements or continuation statements relating to all or any part thereof. The Servicer Seller 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (aSection 5.02(a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereofthereof and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables, the Related Security and other property conveyed hereby (to the extent such property constitutes Code Collateral). (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location perfection of the Issuer’s security interest in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of AssociationReceivables, the applicable provisions of Related Security and the Relevant UCC would require other property conveyed hereby (to the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementextent such property constitutes Code Collateral). The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause NFC to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, NFC’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on NFC’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable as to which the Servicer and NFC have discontinued pursuing remedies with respect to collection in accordance with its customary servicing procedures and such Receivable is deleted from NFC’s computer systems. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, truck chassis, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Schedule of Retail Notes and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Schedule of Retail Notes for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee at or prior to 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 in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) Except for the conveyances hereunder and as contemplated by the Further Transfer and Servicing Agreements, the Seller shall not sell, pledge, assign or transfer the Receivables or the Related Security to any other Person, or grant, create, incur, assume or suffer to exist any Lien (except any Permitted Lien) on any interest therein, and the Seller shall defend the right, title and interest of the Trust in, to and under the Receivables and the Related Security against all claims of third parties claiming through or under the Seller.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute prepare and file such financing statements and cause to be executed prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Series 2006-ARC Portfolio Interest and the Series 2006-ARC Portfolio Certificate and the Indenture Trustee Trustee’s security interest in the Receivables Receivables, the Series 2006-ARC Portfolio Interest and in the proceeds Portfolio Certificate under the Indenture and hereby authorizes the Issuer to file such financing statements or continuation statements relating to all or any part thereof; provided, however, that, with respect to a Retail Lease, the Seller shall not be obligated to transfer the titles to any Financed Vehicle. The Servicer Seller 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions perfection of the Relevant UCC would require Issuer’s security interest in the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementDesignated Receivables and the Related Security. The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause the Servicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, truck chassis, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Composite Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Composite Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 in the Receivables, the Series 2006-ARC Portfolio Interest and the Series 2006-ARC Portfolio Certificate and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute prepare and file such financing statements and cause to be executed prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Series 2005-A Portfolio Interest and the Series 2005-A Portfolio Certificate and the Indenture Trustee Trustee’s security interest in the Receivables Receivables, the Series 2005-A Portfolio Interest and in the proceeds Portfolio Certificate under the Indenture and hereby authorizes the Issuer to file such financing statements or continuation statements relating to all or any part thereof; provided, however, that, with respect to a Retail Lease, the Seller shall not be obligated to transfer the titles to any Financed Vehicle. The Servicer Seller 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions perfection of the Relevant UCC would require Issuer’s security interest in the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementDesignated Receivables and the Related Security. The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause the Servicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, truck chassis, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Composite Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Composite Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 in the Receivables, the Series 2005-A Portfolio Interest and the Series 2005-A Portfolio Certificate and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) To the extent required by law, the Seller shall cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute prepare and file such financing statements and cause to be executed prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Series 2003-B Portfolio Interest and the Series 2003-B Portfolio Certificate and the Indenture Trustee Trustee's security interest in the Receivables Receivables, the Series 2003-B Portfolio Interest and in the proceeds Portfolio Certificate under the Indenture and hereby authorizes the Issuer to file such financing statements or continuation statements relating to all or any part thereof; provided, however, that, with respect to a Retail Lease, the Seller shall not be obligated to transfer the titles to any Financed Vehicle. The Servicer Seller 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions perfection of the Relevant UCC would require Issuer's security interest in the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementDesignated Receivables and the Related Security. The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause the Servicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, truck chassis, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Composite Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Composite Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 in the Receivables, the Series 2003-B Portfolio Interest and the Series 2003-B Portfolio Certificate and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) To the extent required by law, the Seller shall cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute prepare and file such financing statements and cause to be executed prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Series 2004-A Portfolio Interest and the Series 2004-A Portfolio Certificate and the Indenture Trustee Trustee’s security interest in the Receivables Receivables, the Series 2004-A Portfolio Interest and in the proceeds Portfolio Certificate under the Indenture and hereby authorizes the Issuer to file such financing statements or continuation statements relating to all or any part thereof; provided, however, that, with respect to a Retail Lease, the Seller shall not be obligated to transfer the titles to any Financed Vehicle. The Servicer Seller 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions perfection of the Relevant UCC would require Issuer’s security interest in the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementDesignated Receivables and the Related Security. The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause the Servicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, truck chassis, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Composite Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Composite Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 in the Receivables, the Series 2004-A Portfolio Interest and the Series 2004-A Portfolio Certificate and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) To the extent required by law, the Seller shall cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute prepare and file such financing statements and cause to be executed prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Series 2003-A Portfolio Interest and the Series 2003-A Portfolio Certificate and the Indenture Trustee Trustee's security interest in the Receivables Receivables, the Series 2003-A Portfolio Interest and in the proceeds Portfolio Certificate under the Indenture and hereby authorizes the Issuer to file such financing statements or continuation statements relating to all or any part thereof; provided, however, that, with respect to a Retail Lease, the Seller shall not be obligated to transfer the titles to any Financed Vehicle. The Servicer Seller 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions perfection of the Relevant UCC would require Issuer's security interest in the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementDesignated Receivables and the Related Security. The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause the Servicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, truck chassis, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Composite Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Composite Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 in the Receivables, the Series 2003-A Portfolio Interest and the Series 2003-A Portfolio Certificate and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) To the extent required by law, the Seller shall cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Series 200 Portfolio Interest and the Series 200 Portfolio Certificate and - - the Indenture Trustee Trustee's security interest in the Receivables Receivables, the Series 200 - Portfolio Interest and in the proceeds Portfolio Certificate under the Indenture and hereby authorizes the Issuer to file such financing statements or continuation statements relating to all or any part thereof; provided, however, that, with -------- ------- respect to a Retail Lease, the Seller shall not be obligated to transfer the titles to any Financed Vehicle. The Servicer Seller 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions perfection of the Relevant UCC would require Issuer's security interest in the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementDesignated Receivables and the Related Security. The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause the Servicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Composite Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Composite Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 each Trustee in the Receivables, the Series 200 Portfolio Interest and the Series 200 Portfolio - - Certificate and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) To the extent required by law, the Seller shall cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Owner Trust Estate. (a) The Seller Depositor shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller Depositor hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer The Depositor shall not change its name name, identity, organizational structure or jurisdiction of organization in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller Depositor in accordance with paragraph (a) above seriously misleading within the meaning of ss. §§ 9-506 506, 9-507 or 9-508 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days 5 days’ prior written notice thereofthereof and, to the extent necessary, the Depositor shall have promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) The Seller Depositor and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days 5 days’ prior written notice of any change in the jurisdiction of its organization or the State state designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State state designated as its location in its Articles of Association, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer statement and, to the extent necessary, the Depositor or the Servicer, as applicable, shall at all times maintain each office from which it shall service Receivables have promptly filed amendments to previously filed financing statements or at which the Receivable Files are located within the United States of Americacontinuation statements described in paragraph (a) above. (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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Depositor or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer’s records regarding the Receivables. (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 account number and name of Obligor then held by the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located Receivables, and its principal executive office, within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.respect

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located Receivables, and its principal executive office, within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all al l in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located Receivables, and its principal executive office, within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto.

Protection of Title to Owner Trust Estate. (a) The Seller or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer Securityholders and the Indenture Owner Trustee under this Agreement in the Receivables and the Indenture Trustee's interest in the proceeds thereofReceivables under the Indenture. The Seller or the Servicer or both 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Each of the Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service services Receivables or at which the Receivable Files are located and its principal executive office within the United States of 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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, the Note Distribution Account in respect of such Receivableand the Certificate Distribution Account.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located Receivables, and its principal executive office, within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer's records regarding the Receivables. 71 (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 by the Issuer, together with a reconciliation of such list to the Schedule of Receivables attached as Schedule A to this Agreement and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before March 31 of each year, commencing with March 31, 1998, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) 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 Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located Receivables, and its principal executive office, within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer's records regarding the Receivables. (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 by the Issuer, together with a reconciliation of such list to the Schedule of Receivables attached as Schedule A to this Agreement and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before March 31 of each year, commencing with March 31, 1998, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant 66 to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) 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 Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located Receivables, and its principal executive office, within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer's records regarding the Receivables. (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 account number and name of Obligor then held by the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before March 31 of each year, commencing with March 31, _____, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) 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 Owner Trust Estate. (a) The Seller shall execute prepare and file such financing statements and cause to be executed prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer under this Agreement in the Receivables, the Related Security and other property conveyed hereby from time to time (to the extent such property constitutes Code Collateral) and the Indenture Trustee Trustee’s security interest in the Receivables Receivables, the Related Security and in other property conveyed hereby (to the proceeds extent such property constitutes Code Collateral) and hereby authorizes the Issuer from time to time (and the Indenture Trustee) to file such financing statements or continuation statements relating to all or any part thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner each Trustee and the Indenture Trustee Agent at least 30 60 days prior written notice thereofthereof and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables, the Related Security and other property conveyed hereby (to the extent such property constitutes Code Collateral). (c) The Seller and the Servicer shall give the Owner each Trustee and the Indenture Trustee Agent at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions perfection of the Relevant UCC would require Issuer’s security interest in the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementReceivables and the Related Security and other property conveyed hereunder (to the extent such property constitutes Code Collateral). The Servicer Seller shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located its jurisdiction of formation within the United States of America. (d) The Seller will cause the Servicer shall to 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Seller will cause the Servicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable as to which the Servicer has discontinued pursuing remedies with respect to collection in accordance with its customary servicing procedures and such Receivable is deleted from the Servicer’s computer systems. (f) If at any time the Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in truck, truck chassis, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer to permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Seller will cause the Servicer to furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Composite Schedule of Retail Notes and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Composite Schedule of Retail Notes for examination by interested parties during normal business hours at their respective offices located at the addresses set forth in Section 5.03. (i) The Seller will deliver to each Trustee and the Agent at or prior to the execution and delivery of this Agreement and of each amendment thereto, 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 in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) Except for the conveyances hereunder and as contemplated by the Further Transfer and Servicing Agreements, the Seller shall not sell, pledge, assign or transfer the Receivables or the Related Security to any other Person, or grant, create, incur, assume or suffer to exist any Lien (except any Permitted Lien) on any interest therein, and the Seller shall defend the right, title and interest of the Trust in, to and under the Receivables and Related Security against all claims of third parties claiming through or under the Seller.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located Receivables, and its principal executive office, within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer's records regarding the Receivables. (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 by the Issuer, together with a reconciliation of such list to the Schedule of Receivables attached as Schedule A to this Agreement and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before March 31 of each year, commencing with March 31, 1999, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) 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 Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer Investor Certificateholders and the Indenture Owner Trustee under this Agreement in the Purchased Contract Receivables and in the proceeds thereofother Purchased Property. The Servicer Seller 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the The Seller nor the Servicer shall not change its name name, identity or corporate structure in any manner that would, could, or might would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 30 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association chief executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service services any Purchased Contract Receivables or at which the Receivable Files are located and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Purchased Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of a reasonably recent date the status of such Purchased Contract Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Servicer shall maintain its records so that, from and after the time of sale under this Agreement of the Purchased Contract Receivables to the Trust, the Servicer's records that refer to any Purchased Contract Receivable indicate clearly that such Purchased Contract Receivable is owned by the Trust. (f) The Servicer shall deliver to the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (i) 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 in the Purchased Contract Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) reconciliation between payments stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (g) The Servicer shall deliver to the Owner Trustee, on or recoveries on before April 30 of each year, beginning in 1997, an Opinion of Counsel either (or with respect toi) each Receivable 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 in the Purchased Contract Receivables and the amounts from time other property transferred to time deposited the Owner Trustee hereunder, and to preserve and protect the interest of the Collateral Trustee in the Collection Account in respect Shared Collateral and the Mortgage Collateral, and reciting the details of such Receivablefilings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no further action is necessary to preserve and protect such interest.

Protection of Title to Owner Trust Estate. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable desireable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and in the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 30 days prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days prior written notice of any change in the jurisdiction of its organization or the State designated as its location in its Articles of Association if, as a result of such change in of jurisdiction or the State designated as its location in its Articles of Associationlocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables or at which the Receivable Files are located within the United States of 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 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) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including archives) that shall refer to a Receivable indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant hereto. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in a new or used automobile receivable to any prospective purchaser, creditor, or other transferee, the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to inspect, audit, and make copies of and abstracts from the Servicer's records regarding the Receivables. (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 account number and name of Obligor then held by the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer Certificates indicating removal of Receivables from the Owner Trust Estate. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) upon the execution and delivery of this Agreement, 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 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 (ii) on or before March 31 of each year, commencing with March 31, 2002, an Opinion of Counsel, dated as of such date, 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 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. Notwithstanding the provisions of Section 10.4, such Opinion of Counsel may be sent by regular non-certified mail, and such mailed opinion shall be deemed delivered when so mailed. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) 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 Owner Trust Estate. (a) The Seller or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer Securityholders and the Indenture Owner Trustee under this Agreement in the Receivables and the Indenture Trustee's interest in the proceeds thereofReceivables under the Indenture. The Seller or the Servicer or both 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Each of the Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the jurisdiction relocation of its organization or the State designated as its location in its Articles of Association principal executive office if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Associationrelocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service services Receivables or at which the Receivable Files are located and its principal executive office within the United States of 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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, the Note Distribution Account and the Certificate Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Owner Trustee, the Servicer's master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Owner Trustee. Indication of the Owner Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been paid in respect full or repurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in medium and heavy duty truck, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Owner Trustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Servicer shall furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such Receivablelist to the Schedule of Receivables and to each of ----------------------- the Servicer's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Schedule of Receivables for examination by ----------------------- interested parties during normal business hours at their respective offices located at the addresses set forth in Section 10.03. (i) The Servicer shall deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 each 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) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) To the extent required by law, the Seller shall cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Owner Trust Estate. (a) The Seller or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, and the Seller and the Servicer hereby consent to the filing of such financing statements and such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain, maintain and protect the interests interest of the Issuer Financial Parties and the Indenture Owner Trustee under this Agreement in the Receivables and the Indenture Trustee's interest in the proceeds thereofReceivables under the Indenture. For the purposes of the UCC, the Owner Trustee is hereby authorized, but is not obligated to file such financing statements or continuation statements. The Seller or the Servicer or both 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. In addition, the Seller hereby authorizes the Issuer at any time and from time to time to file any financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain, and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither the Seller nor the Servicer shall change its name name, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. Section 9-506 (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture each Trustee at least 30 60 days prior written notice thereof. (c) The Each of the Seller and the Servicer shall give the Owner Trustee and the Indenture each Trustee at least 60 days prior written notice of any change in the its jurisdiction of its organization formation and shall file such financing statements or amendments as may be necessary to continue the State designated as its location perfection of each Trustee's security interest in its Articles of Association if, as a result of such change in jurisdiction or the State designated as its location in its Articles of Association, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementReceivables. The Servicer shall at all times maintain each office from which it shall service services Receivables or at which the Receivable Files are located and its jurisdiction of formation within the United States of 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 such Receivable, including payments and recoveries made and payments owing (and the nature of each) and extensions of any scheduled payments made not less than 45 days prior thereto, 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 such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Owner Trustee, the Servicer's master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Owner Trustee. Indication of the Owner Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been paid in full, repurchased by the Seller, purchased by the Servicer or become a Liquidating Receivable. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in medium and heavy duty truck, bus and trailer receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Owner Trustee and has been pledged to the Indenture Trustee unless such Receivable has been paid in full, purchased by the Seller, purchased by the Servicer or become a Liquidating Receivable. (g) The Servicer shall permit each Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Owner Trust Estate. (h) The Servicer shall furnish to each Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Schedule of Receivables and to each of ----------------------- the Servicer's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Seller. Each Trustee and the Seller shall hold any such list and the Schedule of Receivables for examination by interested ----------------------- parties during normal business hours at their respective offices located at the addresses set forth in Section 10.03. (i) The Servicer shall deliver to each Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, 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 each 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) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) To the extent required by law, the Seller shall cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.