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

Protection of Title to Series 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 interest of the Issuer in the Owner Trust Estate and the Indenture Trustee in the Series Trust Estate. (b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-503(a), 9-506 and 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least thirty days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee prompt notice of any change in its state of incorporation if, as a result of such change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables 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 or cause to be maintained, a computer system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust and such Receivable has been pledged pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on such computer systems when, and only when, the related Receivable shall have been paid in full, repurchased by HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, HSBC Finance Corporation or the Seller or otherwise disposed of by the Issuer in accordance with the terms of this Agreement. (f) If at any time the Seller, HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle 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 printouts (including any restored from backup 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 Trust unless such Receivable has been paid in full, been repurchased by HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, HSBC Finance Corporation or the Seller or has otherwise been disposed of by the Issuer in accordance with the terms of this Agreement. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to any Servicer’s Certificates furnished before such request indicating removal of Receivables from the Series Trust Estate. The Indenture Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (h) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Administrator: (1) simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables then held as part of the Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and (2) on or before March 31 of each year beginning with March 31, 2007, dated as of a date during such period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Series Trust Estate or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Series 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 interest of the Issuer in the Owner Trust Estate and the Indenture Trustee in the Series Trust Estate. (b) Neither the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-503(a), 9-506 and 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least thirty days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee prompt notice of any change in its state of incorporation if, as a result of such change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Master Servicer shall at all times maintain each office from which it shall service Receivables within the United States of America. (d) The Master 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 Master Servicer shall maintain or cause to be maintained, a computer system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust and such Receivable has been pledged pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on such computer systems when, and only when, the related Receivable shall have been paid in full, repurchased by HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, HSBC Finance Corporation or the Seller or otherwise disposed of by the Issuer in accordance with the terms of this Agreement. (f) If at any time the Seller, HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full, been repurchased by HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, HSBC Finance Corporation or the Seller or has otherwise been disposed of by the Issuer in accordance with the terms of this Agreement. (g) Upon request, the Master Servicer shall furnish or cause to be furnished to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to any Master Servicer’s Certificates furnished before such request indicating removal of Receivables from the Series Trust Estate. The Indenture Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (h) The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Administrator: (1) simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables then held as part of the Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and (2) on or before March 31 of each year beginning with March 31, 20072006, dated as of a date during such period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Series Trust Estate or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Series 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 interest of the Issuer in the Owner Trust Estate and the Indenture Trustee in the Series Trust Estate. (b) Neither the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-503(a), 9-506 and 9-507 of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least thirty days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Master Servicer shall have an obligation to give the Insurer, the Owner Trustee and the Indenture Trustee prompt notice of any change in its state of incorporation if, as a result of such change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Master Servicer shall at all times maintain each office from which it shall service Receivables within the United States of America. (d) The Master 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 Master Servicer shall maintain or cause to be maintained, a computer system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust and such Receivable has been pledged pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on such computer systems when, and only when, the related Receivable shall have been paid in full, repurchased by HAFIHAFC, any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement, HSBC Household Finance Corporation or the Seller or otherwise disposed of by the Issuer in accordance with the terms of this Agreement. (f) If at any time the Seller, HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full, been repurchased by HAFIHAFC, any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement, HSBC Household Finance Corporation or the Seller or has otherwise been disposed of by the Issuer in accordance with the terms of this Agreement. (g) Upon request, the Master Servicer shall furnish or cause to be furnished to to, the Insurer, the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to any Master Servicer’s Certificates furnished before such request indicating removal of Receivables from the Series Trust Estate. The Indenture Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (h) The Master Servicer shall deliver to the Owner TrusteeInsurer, the Indenture Owner Trustee and the AdministratorIndenture Trustee: (1) simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables then held as part of the Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and (2) on or before March 31 within 90 days after the beginning of each calendar year beginning with March 31, 2007, the first calendar year following the Closing Date dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Series Trust Estate or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Series 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 interest of the Issuer in the Owner Trust Estate and the Indenture Trustee in the Series Trust Estate. (b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-503(a), 9-506 and 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least thirty days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give [the Insurer,] the Owner Trustee and the Indenture Trustee prompt notice of any change in its state of incorporation if, as a result of such change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables 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 or cause to be maintained, a computer system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust and such Receivable has been pledged pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on such computer systems when, and only when, the related Receivable shall have been paid in full, repurchased by HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, HSBC Finance Corporation or the Seller or otherwise disposed of by the Issuer in accordance with the terms of this Agreement. (f) If at any time the Seller, HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle 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 printouts (including any restored from backup 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 Trust unless such Receivable has been paid in full, been repurchased by HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, HSBC Finance Corporation or the Seller or has otherwise been disposed of by the Issuer in accordance with the terms of this Agreement. (g) Upon request, the Servicer shall furnish or cause to be furnished to [the Insurer,] the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to any Servicer’s Certificates furnished before such request indicating removal of Receivables from the Series Trust Estate. The Indenture Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (h) The Servicer shall deliver to [the Insurer,] the Owner Trustee, the Indenture Trustee and the Administrator: (1) simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables then held as part of the Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and (2) on or before March 31 of each year beginning with March 31, 2007200[ ], dated as of a date during such period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Series Trust Estate or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Series 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 interest of the Issuer in the Owner Trust Estate and the Indenture Trustee in the Series Trust Estate. (b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-503(a), 9-506 and 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least thirty days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee prompt notice of any change in its state of incorporation if, as a result of such change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables 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 or cause to be maintained, a computer system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust and such Receivable has been pledged pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on such computer systems when, and only when, the related Receivable shall have been paid in full, repurchased by HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, HSBC Finance Corporation or the Seller or otherwise disposed of by the Issuer in accordance with the terms of this Agreement. (f) If at any time the Seller, HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle 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 printouts (including any restored from backup 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 Trust unless such Receivable has been paid in full, been repurchased by HAFI, any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, HSBC Finance Corporation or the Seller or has otherwise been disposed of by the Issuer in accordance with the terms of this Agreement. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to any Servicer’s Certificates furnished before such request indicating removal of Receivables from the Series Trust Estate. The Indenture Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (h) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Administrator: (1) simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables then held as part of the Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and (2) on or before March 31 of each year beginning with March 31, 2007, dated as of a date during such period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Series Trust Estate or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Series 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 interest of the Issuer in the Owner Trust Estate and the Indenture Trustee in the Series Trust Estate. (b) Neither the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-503(a), 9-506 and 9-507 of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least thirty days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Master Servicer shall have an obligation to give the Insurer, the Owner Trustee and the Indenture Trustee prompt notice of any change in its state of incorporation if, as a result of such change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Master Servicer shall at all times maintain each office from which it shall service Receivables within the United States of America. (d) The Master 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 Master Servicer shall maintain or cause to be maintained, a computer system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust and such Receivable has been pledged pursuant to the Indenture. Indication of the Trust’s 's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on such computer systems when, and only when, the related Receivable shall have been paid in full, repurchased by HAFIHAFC, any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement, HSBC Household Finance Corporation or the Seller or otherwise disposed of by the Issuer in accordance with the terms of this Agreement. (f) If at any time the Seller, HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full, been repurchased by HAFIHAFC, any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement, HSBC Household Finance Corporation or the Seller or has otherwise been disposed of by the Issuer in accordance with the terms of this Agreement. (g) Upon request, the Master Servicer shall furnish or cause to be furnished to to, the Insurer, the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to any Master Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Series Trust Estate. The Indenture Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (h) The Master Servicer shall deliver to the Owner TrusteeInsurer, the Indenture Owner Trustee and the AdministratorIndenture Trustee: (1) simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables then held as part of the Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and (2) on or before March 31 within 90 days after the beginning of each calendar year beginning with March 31, 2007, the first calendar year following the Closing Date dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the 62 Indenture Trustee in the Series Trust Estate or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Series 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 interest of the Issuer in the Owner Trust Estate and the Indenture Trustee in the Series Trust Estate. (b) Neither the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-503(a), 9-506 and 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least thirty days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee prompt notice of any change in its state of incorporation if, as a result of such change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Master Servicer shall at all times maintain each office from which it shall service Receivables within the United States of America. (d) The Master 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 Master Servicer shall maintain or cause to be maintained, a computer system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust and such Receivable has been pledged pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on such computer systems when, and only when, the related Receivable shall have been paid in full, repurchased by HAFIHAFC, any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement, HSBC Household Finance Corporation or the Seller or otherwise disposed of by the Issuer in accordance with the terms of this Agreement. (f) If at any time the Seller, HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full, been repurchased by HAFIHAFC, any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement, HSBC Household Finance Corporation or the Seller or has otherwise been disposed of by the Issuer in accordance with the terms of this Agreement. (g) Upon request, the Master Servicer shall furnish or cause to be furnished to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to any Master Servicer’s Certificates furnished before such request indicating removal of Receivables from the Series Trust Estate. The Indenture Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (h) The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the AdministratorIndenture Trustee: (1) simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables then held as part of the Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and (2) on or before March 31 within 90 days after the beginning of each calendar year beginning with March 31, 2007, the first calendar year following the Closing Date dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Series Trust Estate or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.