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

Protection of Title to Owner Trust Estate. (a) 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, 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. (b) Neither of the Sellers shall change its 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 Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) (or any comparable section) of the Relevant UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Servicer at least 30 days prior written notice thereof. (c) Each Seller shall give the Owner Trustee, the Indenture Trustee and the Servicer at least 60 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The 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 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 marine product 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 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. (m) Before amending the Servicing Agreement or consenting to the assignment of the obligations of any of the parties thereto, the Sellers shall provide the Rating Agencies with written notice thereof. (n) The Sellers shall cause an Assignment to be filed with the Secretary of Transportation with respect to each Financed Boat that is a U.S. Documentable Boat and is related to a Designated Receivable, in each case no later than 120 days after the Closing Date, evidencing the ultimate assignment of the related Preferred Mortgage from the related Originating Entity to the

Protection of Title to Owner Trust Estate. (a) After the Closing Date, the Servicer, pursuant to the power-of-attorney granted by the Sellers pursuant to Section 10.11, 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 and the Indenture Trustee Trustee’s security interest in the related Receivables and in hereby authorizes the proceeds Issuer 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, 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. (b) Neither of the Sellers The Seller shall not change its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by it or by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) (or any comparable section) 506 of the Relevant UCC, unless it shall have given the Owner Trustee, the Indenture each Trustee and the Servicer at least 30 60 days prior written notice thereof. (c) Each The Seller shall give the Owner Trustee, the Indenture each Trustee and the Servicer at least 60 days prior written notice of any relocation change in its jurisdiction of its principal executive office if, formation and shall file such financing statements or amendments as a result of such relocation, may be necessary to continue 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, and its principal executive office, 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 shall 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 ’s master computer records (including any back-up archives) that shall refer to a any Receivable indicate clearly, by numerical code or otherwise, clearly that such the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in ’s ownership of a Receivable shall be deleted from or modified on the Servicer's ’s computer systems when, and only when, the Receivable shall have been paid in full, repurchased by the Seller, purchased by the Servicer or assigned pursuant heretobecome a Liquidating Receivable. (f) If at any time either of the Sellers or the Servicer shall propose Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in a new or used marine product receivable truck, truck chassis, bus and trailer receivables to any prospective purchaser, creditor, lender or other transferee, such the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture TrusteeTrustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer shall to permit either Seller, the Indenture Trustee and the Owner each 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, audit and make copies of and abstracts from the Servicer's ’s records regarding any Receivables then or previously included in the ReceivablesOwner Trust Estate. (h) Upon request, The Seller will cause the Servicer shall to furnish to the Owner each Trustee or the Indenture Trustee, within five Business Days, at any time upon request a list of all Receivables by contract number and name of Obligor then held by as part of the IssuerOwner Trust Estate, together with a reconciliation of such list to the Schedules Composite Schedule of Receivables and to each of the Servicer 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 Sellers shall Seller will deliver to the Owner each Trustee and the Indenture Trustee upon promptly after the execution and delivery of this AgreementAgreement and of each amendment thereto, 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, Receivables and reciting the details of such filings or referring to prior opinions Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action shall be is 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 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. (m) Before amending the Servicing Agreement or consenting to the assignment of the obligations of any of the parties thereto, the Sellers shall provide the Rating Agencies with written notice thereof. (n) The Sellers shall cause an Assignment to be filed with the Secretary of Transportation with respect to each Financed Boat that is a U.S. Documentable Boat and is related to a Designated Receivable, in each case no later than 120 days after the Closing Date, evidencing the ultimate assignment of the related Preferred Mortgage from the related Originating Entity to the

Protection of Title to Owner Trust Estate. (a) After the Closing Date, the Servicer, pursuant to the power-of-attorney granted by the Sellers pursuant to Section 10.11, 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 2002-B Portfolio Interest and the Series 2002-B Portfolio Certificate and the Indenture Trustee Trustee's security interest in the related Receivables Receivables, the Series 2002-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, 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. (b) Neither of the Sellers The Seller shall not change its name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by it or by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) (or any comparable section) 506 of the Relevant UCC, unless it shall have given the Owner Trustee, the Indenture each Trustee and the Servicer at least 30 60 days prior written notice thereof. (c) Each The Seller shall give the Owner Trustee, the Indenture each Trustee and the Servicer at least 60 days prior written notice of any relocation change in its jurisdiction of its principal executive office if, formation and shall file such financing statements or amendments as a result of such relocation, may be necessary to continue 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, and its principal executive office, 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 shall 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 shall refer to a any Receivable indicate clearly, by numerical code or otherwise, clearly that such the Receivable is owned by the Issuer and has been pledged by the Issuer to the Indenture Trustee. Indication of the Issuer's and Indenture Trustee's interest in 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 assigned pursuant heretobecome a Liquidating Receivable. (f) If at any time either of the Sellers or the Servicer shall propose Seller proposes to sell, grant a security interest in, or otherwise transfer any interest in a new or used marine product receivable truck, truck chassis, bus and trailer receivables to any prospective purchaser, creditor, lender or other transferee, such the Seller or the Servicer, as the case may be, shall give to such prospective purchaser, creditor, lender or other transferee computer tapes, records, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged by the Issuer to the Indenture TrusteeTrustee unless such Receivable has been paid in full, repurchased by the Seller or purchased by the Servicer. (g) The Seller will cause the Servicer shall to permit either Seller, the Indenture Trustee and the Owner each 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, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the ReceivablesOwner Trust Estate. (h) Upon request, The Seller will cause the Servicer shall to furnish to the Owner each Trustee or the Indenture Trustee, within five Business Days, at any time upon request a list of all Receivables by contract number and name of Obligor then held by as part of the IssuerOwner Trust Estate, together with a reconciliation of such list to the Schedules Composite Schedule of Receivables and to each of the Servicer 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 Sellers shall Seller will deliver to the Owner each Trustee and the Indenture Trustee upon promptly after the execution and delivery of this AgreementAgreement and of each amendment thereto, 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, the Series 2002-B Portfolio Interest and the Series 2002-B Portfolio Certificate and reciting the details of such filings or referring to prior opinions Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action shall be is 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. (kj) The Sellers shall, to To the extent required by applicable 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. (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. (m) Before amending the Servicing Agreement or consenting to the assignment of the obligations of any of the parties thereto, the Sellers shall provide the Rating Agencies with written notice thereof. (n) The Sellers shall cause an Assignment to be filed with the Secretary of Transportation with respect to each Financed Boat that is a U.S. Documentable Boat and is related to a Designated Receivable, in each case no later than 120 days after the Closing Date, evidencing the ultimate assignment of the related Preferred Mortgage from the related Originating Entity to the

Protection of Title to Owner Trust Estate. (a) After The Transferor or the Closing Date, the Servicer, pursuant to the power-of-attorney granted by the Sellers pursuant to Section 10.11, 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 related 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, with copies to the Sellers, Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither of the Sellers Transferor nor the Servicer shall change its jurisdiction of organization, name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by it or by the Servicer in accordance with paragraph (a) above incorrect or seriously misleading within the meaning of Section 9-402(7) (or any comparable section) 507 of the Relevant UCC, unless it shall have given the Owner Trustee, the Indenture each Trustee and the Servicer Administrative Agent at least 30 sixty (60) days prior written notice thereofthereof and shall have taken all such actions as may be reasonably requested by the Trustees or the Administrative Agent necessary to maintain the perfection and priority of such Liens of the Trustees. (c) Each Seller of the Transferor and the Servicer shall give the Owner Trustee, the Indenture each Trustee and the Servicer Administrative Agent at least 60 sixty (60) days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Loans and Receivables and its principal executive office, 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 forty-five (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 in respect of such ReceivableAccounts. (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 ’s master computer records (including any Backup archives) that shall refer to a any Loan or Receivable indicate clearly, by numerical code clearly that the Loan or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. Indication of the Issuer's and Indenture Trustee's interest in ’s ownership of a Loan or Receivable shall be deleted from or modified on the Servicer's ’s computer systems when, and only when, the Loan or Receivable shall have has been paid in full, liquidated or repurchased by the Transferor or assigned pursuant heretopurchased by the Servicer. (f) If at any time either of the Sellers Transferor or the Servicer shall propose proposes to sell, grant a security interest in, or otherwise transfer any interest in a new or used marine product receivable stand-alone commercial laundry equipment loans to any prospective purchaser, creditor, lender or other transferee, such Seller or the Servicer, as the case may be, Servicer shall give to such prospective purchaser, creditor, lender or other transferee computer tapes, records, records or print-outs (including any restored from Backup 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 Backup archives) that, if they refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and unless such Receivable has been pledged to paid in full, liquidated or repurchased by the Indenture TrusteeTransferor or purchased by the Servicer. (gh) The Servicer shall permit either Seller, the Indenture each Trustee and the Owner Trustee Administrative Agent and their respective agents upon reasonable notice (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 which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations and upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Servicer's ’s records regarding any Loans and Receivables then or previously included in the ReceivablesOwner Trust Estate. (hi) Upon request, the The Servicer shall furnish to each Trustee and the Owner Trustee or the Indenture Trustee, within five Business Days, Administrative Agent at any time upon request a list of all Loans and Receivables by contract number and name of Obligor then held by as part of the IssuerTrust including any then existing amendments, substitutions or replacements thereto, together with a reconciliation of such list to the Schedules Schedule of Loans and Schedule of Receivables and to each of the Servicer Servicer’s Certificates furnished before such request indicating removal of Loans or Receivables from the Owner Trust Estate. (i) The Sellers Trust. Upon request, the Servicer shall deliver furnish a copy of any such list to the Owner Transferor. Each Trustee and the Indenture Trustee upon the execution and delivery of this Agreement, an Opinion of Counsel stating that, in the opinion of Transferor shall hold any 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 list and the Indenture Trustee 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 the Receivables, and reciting the details of such filingsSection 11.03. (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 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. (m) Before amending the Servicing Agreement or consenting to the assignment of the obligations of any of the parties thereto, the Sellers shall provide the Rating Agencies with written notice thereof. (n) The Sellers shall cause an Assignment to be filed with the Secretary of Transportation with respect to each Financed Boat that is a U.S. Documentable Boat and is related to a Designated Receivable, in each case no later than 120 days after the Closing Date, evidencing the ultimate assignment of the related Preferred Mortgage from the related Originating Entity to the

Protection of Title to Owner Trust Estate. (a) After The Transferor or the Closing Date, the Servicer, pursuant to the power-of-attorney granted by the Sellers pursuant to Section 10.11, 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 related 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, with copies to the Sellers, Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither of the Sellers Transferor nor the Servicer shall change its jurisdiction of organization, name, identity, identity or corporate structure in any manner that would, could, could or might make any financing statement or continuation statement filed by it or by the Servicer in accordance with paragraph (a) above incorrect or seriously misleading within the meaning of Section 9-402(7) (or any comparable section) 507 of the Relevant UCC, unless it shall have given the Owner Trustee, the Indenture each Trustee and the Servicer 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) Each Seller of the Transferor and the Servicer shall give the Owner Trustee, the Indenture each Trustee and the Servicer Insurer at least 60 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Loans and Receivables and its principal executive office, 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 in respect of such ReceivableAccounts. (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 ’s master computer records (including any Backup archives) that shall refer to a any Loan or Receivable indicate clearly, by numerical code clearly that the Loan or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. Indication of the Issuer's and Indenture Trustee's interest in ’s ownership of a Loan or Receivable shall be deleted from or modified on the Servicer's ’s computer systems when, and only when, the Loan or Receivable shall have has been paid in full, liquidated or repurchased by the Transferor or assigned pursuant heretopurchased by the Servicer. (f) If at any time either of the Sellers Transferor or the Servicer shall propose proposes to sell, grant a security interest in, or otherwise transfer any interest in a new or used marine product receivable stand-alone commercial laundry equipment loans to any prospective purchaser, creditor, lender or other transferee, such Seller or the Servicer, as the case may be, Servicer shall give to such prospective purchaser, creditor, lender or other transferee computer tapes, records, records or print-outs (including any restored from Backup 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 Backup archives) that, if they refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and unless such Receivable has been pledged to paid in full, liquidated or repurchased by the Indenture TrusteeTransferor or purchased by the Servicer. (gh) The Servicer shall permit either Seller, the Indenture each Trustee and the Owner Trustee Insurer and their respective agents upon reasonable notice (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 which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations and upon reasonable advance notice to inspect, audit, audit and make copies of and abstracts from the Servicer's ’s records regarding any Loans and Receivables then or previously included in the ReceivablesOwner Trust Estate. (hi) Upon request, the The Servicer shall furnish to each Trustee and the Owner Trustee or the Indenture Trustee, within five Business Days, Insurer at any time upon request a list of all Loans and Receivables by contract number and name of Obligor then held by as part of the IssuerTrust including any then existing amendments, substitutions or replacements thereto, together with a reconciliation of such list to the Schedules Schedule of Loans and Schedule of Receivables and to each of the Servicer Servicer’s Certificates furnished before such request indicating removal of Loans or Receivables from the Owner Trust Estate. (i) The Sellers Trust. Upon request, the Servicer shall deliver furnish a copy of any such list to the Owner Transferor. Each Trustee and the Indenture Trustee upon the execution and delivery of this Agreement, an Opinion of Counsel stating that, in the opinion of Transferor shall hold any 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 list and the Indenture Trustee 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 the Receivables, and reciting the details of such filingsSection 11.03. (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 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. (m) Before amending the Servicing Agreement or consenting to the assignment of the obligations of any of the parties thereto, the Sellers shall provide the Rating Agencies with written notice thereof. (n) The Sellers shall cause an Assignment to be filed with the Secretary of Transportation with respect to each Financed Boat that is a U.S. Documentable Boat and is related to a Designated Receivable, in each case no later than 120 days after the Closing Date, evidencing the ultimate assignment of the related Preferred Mortgage from the related Originating Entity to the