Common use of Protection of Title to Trust Clause in Contracts

Protection of Title to Trust. (a) The Servicer shall authorize and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders in the Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (a) Neither the Depositor 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 Section 9-506 of the UCC or any successor provision, unless it shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (b) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision), within the United States of America. (c) 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 any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (e) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the Noteholders. (f) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of the Indenture Trustee to perform any such acts.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section ss. 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Standard Receivable or Fixed Value 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 Standard Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Collection Account in respect of such Standard Receivable or Fixed Value Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Standard Receivables to and the IssuerFixed Value Receivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Standard Receivable or Fixed Value Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Standard Receivable or Fixed Value Receivable and that such Standard Receivable or Fixed Value Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive 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 Standard Receivable or Fixed Value Receivable, shall indicate clearly that such Standard Receivable or Fixed Value Receivable has been sold and is owned by the Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Standard Receivable or any other portion Fixed Value Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, 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 Owner Trustee 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) 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 actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the 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 Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. It is understood and agreed, however, that no filings will be made to perfect any security interest of the Issuer or the Indenture Trustee in the Seller's interests in True Lease Equipment. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (ab) Neither the Depositor 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 Section 9-506 applicable provisions of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Hxxxxx, as Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall may be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee 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. Each Opinion of Counsel referred to in clause (1) or (2) shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the 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 Trust. (a) The Servicer shall authorize execute and file or cause to be filed 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 Certificateholders and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionRelevant UCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (b) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice thereof. (c) The Seller and the Servicer shall give the Trustee at least 60 days' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization their principal executive offices if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentstatement. The Seller and the Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 know, as of the most recent monthly calculation, the status of such Receivable, including payments payments, Liquidation Proceeds and recoveries Recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments or recoveries Recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Certificate Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrustee, the Servicer’s 's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the Issuer’s and the Indenture Trustee’s interest in Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been be paid in full or repurchasedshall become a Purchased Receivable. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables motor vehicle retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrust. (fg) Upon request, the Servicer, at its expense, shall furnish to the Trustee, within 10 Business Days, a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to each Schedule of Receivables and to the Servicer's Certificate furnished pursuant to Section 3.9 indicating removal of Receivables from the Trust. The Trustee shall hold any such list and the Schedule of Receivables, as well as a copy of this Agreement, available for inspection during normal business hours at the Corporate Trust Office. (h) The Servicer shall permit deliver to the Indenture Trustee upon the Closing Date, upon the date which is 60 months after the initial filings required hereunder to perfect the security interest of the Trustee and upon the Indenture Administrator execution and their respective agents at any time during normal business hours delivery of each amendment, if any, of this Agreement, an Opinion of Counsel to inspectthe Servicer either (x) stating that, audit in the opinion of such counsel, no filings or other action, other than the filings required in the appropriate filing offices as described in such opinion, are necessary to perfect and make copies of and abstracts from maintain (i) the Servicer’s records regarding any Receivable or any other portion security interest of the Trust Property. The preceding sentence shall not create any duty or obligation on Trustee in the part Financed Vehicles, subject to certain exceptions stated therein, and (ii) the interest of the Indenture Trustee in the Receivables, the Dealer Agreements or the Dealer Assignments and in each case the proceeds thereof against third parties, subject to perform any certain exceptions stated therein, and reciting the details of such actsfilings or referring to prior Opinions of Counsel in which such details are given, or (y) stating that, in the opinion of such counsel, no such action shall be necessary to perfect or continue the perfected status of such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file file, or cause to be filed executed and filed, such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of Trust, the Noteholders and the Certificateholders Indenture Trustee under this Agreement in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Seller in accordance with paragraph (aSection 12.2(a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it the Seller or Servicer shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments (or cause to all previously filed be filed) UCC financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest any of the Trust 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) no such action shall be necessary to preserve and protect such intereststated events. (bc) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement or new financing statement within the period of time necessary fully to preserve and shall promptly file any such amendmentprotect the interest of the Trust and the Indenture Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Note Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrust, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly with reference to the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and particular Trust that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the Issuer’s and the Indenture Trustee’s interest in Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchasedrepurchased or purchased hereunder. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup 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 to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrust. (fg) The Servicer shall permit the Indenture Owner Trustee and the Indenture Administrator Trustee and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivable to the extent permitted by applicable banking, privacy and other laws limiting such access. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Indenture Trustee Trust, together with a reconciliation of such list to perform any the Schedule of Receivables and to each of the Servicer's Notes furnished before such actsrequest indicating removal of Receivables from the Trust.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. It is understood and agreed, however, that no filings will be made to perfect any security interest of the Issuing Entity or the Indenture Trustee in the Seller’s interests in True Lease Equipment. The Issuing Entity and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (ab) Neither the Depositor Seller nor the Servicer shall change its name, identity or corporate organizational 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 Section 9-506 applicable provisions of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change relocation of the Depositor’s its principal executive office or the Servicer’s its “location” (determined as provided defined in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided defined in Section 9-307 of the UCC or any successor provisionUCC), within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Issuing Entity and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer Issuing Entity and has been pledged to the [JPMorgan Chase Bank, N.A.], as Indenture Trustee. Indication of the IssuerIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall may be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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 Issuer Issuing Entity and has been pledged to [the Indenture Collateral Agent on behalf Trustee. From and after the date of [this Agreement, the Letter of Credit Provider and]] Servicer will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Indenture Trustee on behalf of the NoteholdersReceivables. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust PropertyReceivable. The preceding sentence Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not create any duty cause undue disruption or obligation on interference with the Servicer’s business. (h) Upon request, the Servicer shall furnish to the Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee 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. Each Opinion of Counsel referred to in clause (1) or (2) shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) If the Backup Servicer is acting as the Successor Servicer, it shall be reimbursed pursuant to Section 5.6(b)(x) for any costs incurred by it in performing its duties pursuant to this Section.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer and the interests of Indenture Trustee for the Indenture Collateral Agent on behalf benefit of the Noteholders and the Certificateholders in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall 36 have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five (5) days’ ' prior written notice thereof thereof, with a copy to the Rating Agencies, and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor The Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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, the Payahead Account and the Reserve Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the Issuer, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Owner Trustee, the Indenture Trustee and the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer’s 's records regarding any Receivable or any other portion Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within twenty (20) Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. 37 (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) 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 perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and re citing the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 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 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 Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section ss. 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value 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 and the Payahead Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Standard Receivables to and the IssuerFixed Value Receivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Standard Receivable or a Fixed Value Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Standard Receivable or Fixed Value Receivable and that such Standard Receivable or Fixed Value Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive 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 Standard Receivable or Fixed Value Receivable, shall indicate clearly that such Standard Receivable or such Fixed Value Receivable has been sold and is owned by the Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and on certain Distribution Dates as required by Section 2.05(b)(x)(B), an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee 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) 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 actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the 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 Trust. (a) The Servicer shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture AdministratorNote Insurer, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller, the Originator or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer and the Sub-servicer shall permit the Indenture Trustee and the Indenture Administrator Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing) and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's or the Sub-servicer's, as the case may be, records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee, the Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing) or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Originator shall deliver to the Owner Trustee, the Note Insurer (so long as no Note Insurer Default shall have occurred and be continuing) and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, 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 Owner Trustee 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) 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 actsopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders Noteholders, the Certificateholders and the Certificateholders Security Insurer in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture AdministratorSecurity Insurer, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have givengiven the Security Insurer, the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor Seller or the Servicer, as the case may be, shall unless an Insurer Default shall have occurred and be continuing, deliver to the Security Insurer, the Owner Trustee, Indenture Administrator Trustee and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Security Insurer, or if an Insurer Default shall have occurred and be continuing an Opinion of Counsel satisfactory to the Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture AdministratorSecurity Insurer, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) 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 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders Certificateholders, the Noteholders and the Noteholders Security Insurer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersCertificateholders, the Noteholders and the Security Insurer. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator Security Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or any other portion of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of the Indenture Trustee to perform any such acts. (h) Upon request, the Servicer shall furnish to the Security Insurer, the Owner Trustee or the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Security Insurer, the Owner Trustee and the Trustee: (1) Upon the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the Controlling Party, 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 Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) no such action shall be necessary to preserve and protect such interest; and (2) On or before October 30 of each calendar year, a certificate signed by the Secretary or Assistant Secretary of the Servicer and an authorized officer of the managing member of the Seller stating that, to such officer's knowledge, following consultation with counsel, the Servicer or the Seller, as applicable, has determined that it was not necessary or desirable to file any continuation UCC financing statement or other UCC financing statement during such fiscal year in order to maintain the perfection of the Trustee's security interest, for the benefit of the Noteholders and the Security Insurer, in the Trust Property or if the Servicer or the Seller has determined that any such filing was necessary or desirable, describing the reason for any such filing and attaching a copy thereof to such certificate. Each Opinion of Counsel referred to in clause (l) 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. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) On or before December 31 of each year, the Servicer shall forward to the Owner Trustee a list of the scheduled holidays in California for the following calendar year.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 9- 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (2) no such action shall be necessary to preserve and protect such interest; and (B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (A) or (B) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the 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 Trust. (a) The Seller or the Servicer or both shall authorize execute and file or cause to be filed 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 and protect the interest of the Issuer Noteholders, the Certificateholders, the Indenture Trustee and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Owner Trustee under this Agreement in the Receivables and in the proceeds thereof. The Seller or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Administrator, Trustee and the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, the Owner Trustee, the Indenture Administrator and given the Indenture Trustee and the Owner Trustee at least five days’ 60 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interestthereof. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Owner Trustee at least 60 days’ days prior written notice of any relocation of its principal executive office or change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or its jurisdiction of organization incorporation if, as a result of such relocationrelocation or change of jurisdiction, 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 amendmentstatement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision), executive office within the United States of America. (cd) 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, Note Distribution Account, Certificate Distribution Account, Accumulation Account, and Payment Ahead Servicing Account and any Payments Ahead held by the Servicer in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a any Receivable shall indicate clearly that the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. Indication of the Issuer’s and the 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 related Receivable shall have has been paid in full or repurchasedrepurchased by the Seller or purchased by the Servicer. (ef) In the event that GMAC shall change the jurisdiction in which it is incorporated or otherwise enter into any transaction which would result in a "new debtor" (as defined in the UCC) succeeding to the obligations of GMAC hereunder, GMAC shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer shall propose proposes to sell, grant a security interest in in, or otherwise transfer any interest in automotive 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 print-outs (including any restored from backup 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 unless such Receivable has been pledged to [paid in full or repurchased by the Indenture Collateral Agent on behalf of [Seller or purchased by the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersServicer. (fh) The Servicer shall permit the Indenture Trustee and the Indenture Administrator Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivables then or previously included in the Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any other portion time upon request a list of all Receivables then held as part of the Trust PropertyTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Accountings 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. The preceding sentence Indenture Trustee, the Owner Trustee and the Seller shall not create hold any duty or obligation on such list and the part Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner 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 Indenture Trustee and the Owner Trustee in the Receivables, and reciting the details of such filings or referring to perform any prior Opinions of Counsel in which such actsdetails are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Seller shall cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections.

Protection of Title to Trust. (a) The Servicer Seller shall authorize take all actions necessary to perfect, and maintain perfection of, the interests of the Trust and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file or cause to be filed 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 preservepresent, maintain maintain, and protect the interest of the Issuer and the interests interest of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 or otherwise seriously misleading within the meaning of Section 9-506 402(7) of the applicable UCC or any successor provision(regardless of whether such a filing was ever made), unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and and, if applicable, shall have promptly timely filed appropriate amendments to any and all previously filed financing statements or continuation statements. Promptly upon such filing, statements (so that the Depositor Lien of the Issuer or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interestis not adversely affected). (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the applicable UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's interest (which interest has been acquired from the Seller) and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables comparable with the 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Seller shall deliver to the Owner Trustee and the Indenture Trustee: (1) 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 actions have been taken that are necessary fully to perfect the interests of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to perform 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 perfect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Trust 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 perfect 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 actsopinion) to be taken in the following year to perfect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the 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 Trust. (a) The Servicer Seller or Servicer, or both, shall authorize execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Trust and the interests of Indenture Trustee for the Indenture Collateral Agent on behalf benefit of the Noteholders and the Certificateholders in the Receivables and in the proceeds thereof. The Servicer Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Seller or the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-506 506(b) of the UCC or any successor provisionRelevant UCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor The Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or its jurisdiction of organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal place jurisdiction of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision), organization within the United States of America. (cd) 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, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrust, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer’s Trust's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchasedrepurchased by the Seller or purchased by the Servicer. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records compact disks, records, or printouts print-outs (including any restored from backup 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 Trust and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of unless such Receivable has been paid in full or repurchased by the NoteholdersSeller or purchased by the Servicer. (fg) The Servicer shall permit the Owner Trustee, the Indenture Trustee and the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within ten Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of each amendment to any other portion financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year commencing in the year 2002, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust 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. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the 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 Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent Trustee on behalf of the Noteholders and the Certificateholders related Series Securityholders in the Receivables related Series Trust Estate and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five thirty days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Master Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written prompt notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Master Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Master Collection Account in respect of such Receivable. (de) The Master Servicer shall maintain its or cause to be maintained, a computer systems system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, the Servicer’s such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders Trust in such Receivable and that such Receivable is owned by the Issuer Trust and to which Series Trust Estate such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer’s and the Indenture Trustee’s Trust's interest in a Receivable shall be deleted from or modified on the Servicer’s such computer systems when, and only when, the related Receivable shall have been paid in full or repurchasedrepurchased by HAFC or the Seller. (ef) If at any time the Depositor Seller or the Servicer HAFC shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and Trust unless such Receivable has been pledged to [paid in full or repurchased by HAFC or the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersSeller. (fg) The With respect to any Series Trust Estate, upon request, the Master Servicer shall permit furnish or cause to be furnished to the Indenture related Series Support Provider (only in the event that there is a Series Support Provider with respect to such Series), the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the related Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to each of the Indenture Administrator Master Servicer's Certificates furnished before such request indicating removal of Receivables from the related Series Trust Estate. The Trustee shall hold any such list and their respective agents at any time 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 inspectconduct an examination. (h) The Master Servicer shall deliver to the Owner Trustee and the Trustee: (1) simultaneously with the execution and delivery of the Agreement and, audit 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 make copies substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and abstracts from continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s records regarding any Receivable or any other portion interest of the Trust Property. The preceding sentence shall not create any duty or obligation on and the Trustee in the Receivables then held as part of the Indenture related 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) within 90 days after the beginning of each calendar year beginning in 1999, 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 Trustee in the Series Trust Estate or (B) no such action shall be necessary to perform 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 actsopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer shall authorize and file or cause to be executed and filed 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 Certificateholders and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer. (ab) Neither the Depositor 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 by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain or cause to be maintained 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 Recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries 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. (de) The Servicer shall maintain and shall cause any Subservicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrustee, the Servicer’s 's and any Subservicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the Issuer’s and the Indenture Trustee’s interest in Trust's ownership of a Receivable shall be deleted from or modified on the Seller's, the Servicer’s 's and any Subservicer's computer systems when, and only when, the related Receivable shall have been be paid in full or repurchasedshall become a Purchased Receivable. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive automobile receivables to any prospective purchaser, lender or other transferee, the Servicer 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrust. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or Receivable. (h) Upon request at any other portion time the Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement, the Trust Property. The preceding sentence Servicer shall not create any duty or obligation on furnish to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Indenture Trust, 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 Trust. (i) The Servicer shall deliver to the 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 perform any preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such actsfilings 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. (j) The Seller shall, to the extent required by applicable law, cause the Certificates to be registered with the 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 Trust. (a) The Servicer shall authorize execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such a manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) delivered to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ five Business Days' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) a person adequately trained in the reader thereof use of the Servicer's data system to know at any time the status of each such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) to each such Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and be coded to reflect that such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuer and has been pledged to the Indenture Trustee. Trustee for BMW Vehicle Owner Trust 1999-A. Indication of such Receivable's inclusion in the Issuer’s and the Indenture Trustee’s interest in a Receivable portfolio shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator its agents upon reasonable notice and their respective agents at any time during normal business hours 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 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion the Indenture Trustee, within fifteen Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished prior to such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: promptly after the execution and delivery of this Agreement and each amendment hereto and in connection with the transfer of Subsequent Receivables from the Depositor to the Trust, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to fully preserve and protect the interest of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize file (and file or cause to be filed if required, execute) such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall change its name, identity or identity, corporate structure or jurisdiction of organization 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 Section 9-506 of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate new financing statements and/or amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statements as the case may be. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full full, purchased or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificate furnished before such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) 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 Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee 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. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificate and the Notes to be registered with the 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 Trust. (a) The Servicer Seller shall authorize execute and file file, or cause to be filed executed and filed, such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Securityholders, the Security Insurer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee under this Agreement in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Security Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it the Seller or Servicer shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments (or cause to all previously filed be filed) UCC financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest any of the Trust 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) no such action shall be necessary to preserve and protect such intereststated events. (bc) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement or new financing statement within the period of time necessary fully to preserve and shall promptly file any such amendmentprotect the interest of the Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Security Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrustee, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly with reference to the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the 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 related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup 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 to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator Security Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or any to the extent permitted by applicable banking, privacy and other portion laws limiting such access. (h) Upon request, the Servicer shall furnish to the Trustee and to the Security Insurer, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Indenture Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee and the Security Insurer: (A) promptly after the execution and delivery of this Agreement and of each amendment hereto and at the time of any merger, consolidation or succession of the Seller or the Servicer, 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 perform any preserve and protect the first priority perfected security interest of the Trustee in the Receivables, and reciting the details of such actsfilings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) by of each calendar year beginning , -------------- -------------------- an Opinion of Counsel, dated as of a date during the 90-day period ending on 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 first priority perfected security interest of the 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.

Protection of Title to Trust. (a) The Servicer Seller shall authorize take all actions necessary to perfect, and maintain perfection of, the interests of the Trust and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to the enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file or cause to be filed 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 preservepresent, maintain maintain, and protect the interest of the Issuer and the interests interest of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall change its name, identity name or corporate structure in any manner that would, could type or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning jurisdiction of Section 9-506 of the UCC or any successor provision, organization unless it shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (b) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, given the Owner Trustee and the Indenture Trustee at least 60 (30) days’ ' prior written notice of thereof and, if applicable, shall have timely filed appropriate amendments to any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any and all previously filed financing statements or continuation statement statements (so that the Lien of the Issuer or of any new financing statement and shall promptly file any such amendment. the Indenture Trustee is not adversely affected). (c) The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged granted to the Indenture Trustee. Indication of the Issuer’s 's interest (which interest has been acquired from the Seller) and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables comparable with the 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 Issuer and has been pledged granted to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Seller shall deliver to the Owner Trustee and the Indenture Trustee: (1) 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 actions have been taken that are necessary fully to perfect the interests of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to perform 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 perfect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to perfect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the 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 Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. It is understood and agreed, however, that no filings will be made to perfect any security interest of the Issuer or the Indenture Trustee in the Seller’s interests in True Lease Equipment. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (ab) Neither the Depositor Seller nor the Servicer shall change its name, identity or corporate organizational 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 Section 9-506 applicable provisions of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change relocation of the Depositor’s its principal executive office or the Servicer’s its “location” (determined as provided defined in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided defined in Section 9-307 of the UCC or any successor provisionUCC), within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the JPMorgan Chase Bank, N.A., as Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall may be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf Trustee. From and after the date of [this Agreement, the Letter of Credit Provider and]] Servicer will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Indenture Trustee on behalf of the NoteholdersReceivables. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust PropertyReceivable. The preceding sentence Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not create any duty cause undue disruption or obligation on interference with the Servicer’s business. (h) Upon request, the Servicer shall furnish to the Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee 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. Each Opinion of Counsel referred to in clause (1) or (2) shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) If the Backup Servicer is acting as the Successor Servicer, it shall be reimbursed pursuant to Section 5.6(b)(x) for any costs incurred by it in performing its duties pursuant to this Section.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer and the interests of Indenture Trustee for the Indenture Collateral Agent on behalf benefit of the Noteholders and the Certificateholders in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five (5) days’ ' prior written notice thereof thereof, with a copy to the Rating Agencies, and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor The Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision), within the United States of America.all (cd) 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, the Payahead Account and the Reserve Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the Issuer, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Owner Trustee, the Indenture Trustee and the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or any other portion Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within twenty (20) Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) 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 perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the 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. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (j) The Seller shall, to the extent required by applicable law, cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such actssections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed 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 Trust. (a) The Servicer Seller shall authorize execute and file file, or cause to be filed executed and filed, such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Certificateholders, the Certificate Insurer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee under this Agreement in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Certificate Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it the Seller or Servicer shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments (or cause to all previously filed be filed) UCC financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest any of the Trust 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) no such action shall be necessary to preserve and protect such intereststated events. (bc) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement or new financing statement within the period of time necessary fully to preserve and shall promptly file any such amendmentprotect the interest of the Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Certificate Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrustee, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly with reference to the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the 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 related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup 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 to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator Certificate Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or any to the extent permitted by applicable banking, privacy and other portion laws limiting such access. (h) Upon request, the Servicer shall furnish to the Trustee and to the Certificate Insurer, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Indenture Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee and the Certificate Insurer: (A) promptly after the execution and delivery of this Agreement and of each amendment hereto and at the time of any merger, consolidation or succession of the Seller or the Servicer, 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 perform any preserve and protect the first priority perfected security interest of the Trustee in the Receivables, and reciting the details of such actsfilings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) by December 31 of each calendar year beginning December 31, 1997, an Opinion of Counsel, dated as of a date during the 90-day period ending on 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 first priority perfected security interest of the 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.

Protection of Title to Trust. (a) The Servicer shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section § 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (e) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the Noteholders. (f) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of the Indenture Trustee to perform any such acts.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent Trustee on behalf of the Noteholders and the Certificateholders related Series Securityholders in the Receivables related Series Trust Estate and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five thirty days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Master Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written prompt notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Master Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Master Collection Account in respect of such Receivable. (de) The Master Servicer shall maintain its or cause to be maintained, a computer systems system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, the Servicer’s such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders Trust in such Receivable and that such Receivable is owned by the Issuer Trust and to which Series Trust Estate such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer’s and the Indenture Trustee’s Trust's interest in a Receivable shall be deleted from or modified on the Servicer’s such computer systems when, and only when, the related Receivable shall have been paid in full or repurchasedrepurchased by HAFC or the Seller. (ef) If at any time the Depositor Seller or the Servicer HAFC shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and Trust unless such Receivable has been pledged to [paid in full or repurchased by HAFC or the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersSeller. (fg) The With respect to any Series Trust Estate, upon request, the Master Servicer shall permit furnish or cause to be furnished to the Indenture related Series Support Provider (only in the event that there is a Series Support Provider with respect to such Series), the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the related Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to each of the Indenture Administrator Master Servicer's Certificates furnished before such request indicating removal of Receivables from the related Series Trust Estate. The Trustee shall hold any such list and their respective agents at any time 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 inspect, audit conduct an examination. (h) The Master Servicer shall deliver to the Owner Trustee and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of the Indenture Trustee to perform any such acts.Trustee:

Protection of Title to Trust. (a) The Servicer Seller shall authorize and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section § 9-506 of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee Backup Servicer at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture AdministratorOwner Trustee, the Owner Indenture Trustee and the Indenture Trustee Backup Servicer at least 60 days’ prior written notice of any change of in the Depositor’s or the Servicer’s “location” (determined as provided jurisdiction in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization which it is organized if, as a result of such relocationchange, 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 amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Deposit Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) In the event that (x) a successor Servicer (including the Backup Servicer acting as successor Servicer) is appointed to replace CFSA as Servicer pursuant to Section 8.02 and (y) the technology system or software of such successor Servicer used to originate electronic retail installment sale contracts and vehicle lease agreements and record information related thereto is not compatible with such system or software utilized by CFSA as the Servicer, then, unless otherwise instructed by the Indenture Trustee, with respect to each Receivable constituting “electronic chattel paper” as defined in the UCC, an authorized representative of CFSA shall use commercially reasonable efforts to convert the “authoritative copy” within the meaning of the UCC of such Receivable into tangible form by permanently removing such authoritative copy from the Chrysler Financial System and causing a contract in tangible form to be printed as the tangible authoritative copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original”. Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the possession of the successor Servicer in accordance with the terms of Section 8.01. (g) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fh) The Servicer shall permit the Indenture Trustee and the Indenture Administrator Backup Servicer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable Receivable. (i) Upon request, the Servicer shall furnish to the Owner Trustee, the Indenture Trustee or any other portion the Backup Servicer, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Backup Servicer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been filed that are necessary fully to perform preserve and protect the interest of the Owner Trustee 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) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Owner Trustee 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) 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 actsopinion) to be taken in the following year to preserve and protect such interest. (k) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the 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 Trust. Change of Name, Identity, Corporate Structure or Location of the Depositor, Etc. (a) The Servicer Depositor shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Depositor shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the The Depositor nor the Servicer shall not change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 9- 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the The Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its chief executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale transfer under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchasedshall have become a Purchased Receivable. (ef) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive recreational 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 transferred to and is owned by the Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, promptly after the execution and delivery of this Agreement, and of each amendment hereto and on each Monthly Payment Date occurring in September, an Opinion of Counsel (which may be an employee of the Servicer) 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 Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. Each such Opinion of Counsel shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes and Certificates to be registered with the 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 Trust. (a) The Servicer shall authorize execute and file or cause to be filed 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 Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Insurer in the Receivables Contracts and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Onyx, 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 (aSection 10.02(a) above seriously misleading within the meaning of Section ss. 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have givengiven the Insurer, the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of Onyx, the Depositor Seller and the Servicer shall have an obligation to give the Indenture AdministratorInsurer, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s principal executive office of Onyx or the Seller and the Servicer or the Subservicers (in the case of notice provided by the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of AmericaStates. (cd) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account and the [Payahead Account] in respect of such ReceivableContract. (de) The Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Receivables to the IssuerContracts, the Servicer’s 's and Subservicer's master computer records (including any backup archives) that shall refer to a Receivable shall Contract indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's ownership of and the Indenture Trustee’s 's interest in a Receivable Contract shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable Contract shall have been paid in full or repurchasedrepurchased or shall have become a Liquidated Contract. (ef) If at any time the Depositor or Seller, the Servicer or a Subservicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables retail installment sales contracts to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Owner Trustee, the Indenture Trustee and the Indenture Administrator Insurer and their respective agents its agents, at any time during normal business hours hours, to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or any other portion Contract. (h) Upon request, the Servicer shall furnish to the Owner Trustee, the Indenture Trustee and the Insurer, within five Business Days, a list of all Contracts then held as part of the Trust Property. Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Distribution Date Statements furnished before such request indicating removal of Contracts from the Trust. (i) The preceding sentence Servicer shall not create any duty or obligation on deliver to the part Owner Trustee, the Indenture Trustee, each Rating Agency and the Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, the Indenture Trustee holds a perfected security interest in the Contracts, that the Trust holds title to the Contracts subject to the security interest of the Indenture Trustee and the lien of the Insurer pursuant to perform any the Insurance Agreement, and that the Insurer holds a lien on the Contracts under the Insurance Agreement, subject to applicable subordination; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date, an Opinion of Counsel, dated as of a date during such acts90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Contracts, 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.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file file, or cause to be filed executed and filed, such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Certificateholders, the Certificate Insurer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee under this Agreement in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Certificate Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Seller in accordance with paragraph (aSection 12.2(a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it the Seller or Servicer shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments (or cause to all previously filed be filed) UCC financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest any of the Trust 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) no such action shall be necessary to preserve and protect such intereststated events. (bc) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement or new financing statement within the period of time necessary fully to preserve and shall promptly file any such amendmentprotect the interest of the Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Certificate Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrustee, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly with reference to the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the 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 related Receivable shall have been paid in full or repurchasedrepurchased or purchased hereunder. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup 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 to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator Certificate Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or any to the extent permitted by applicable banking, privacy and other portion laws limiting such access. (h) Upon request, the Servicer shall furnish to the Trustee and to the Certificate Insurer, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Indenture Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee and the Certificate Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and at the time of any merger, consolidation or succession of the Seller or the Servicer, 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 perform any preserve and protect the first priority perfected security interest of the Trustee in the Receivables, and reciting the details of such actsfilings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) by December 31 of each calendar year beginning December 31, 1999, an Opinion of Counsel, dated as of a date during the 90-day period ending on 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 first priority perfected security interest of the 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.

Protection of Title to Trust. (a) The Servicer shall authorize execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by law or as shall be necessary to fully to preserve, maintain and protect the interest of the Issuer Issuing Entity and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables Conveyed Assets, [the Interest Rate Cap Agreement] and in the proceeds thereof. The Issuing Entity hereby authorizes the filing of financing statements describing as the collateral covered thereby “all Sale and Servicing Agreement assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Sale and Servicing Agreement. All financing statements filed or to be filed against in connection with this Sale and Servicing Agreement describing the Conveyed Assets shall contain a statement to the following effect: “A purchase of, or a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver (or cause to be delivered) delivered to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (ab) Neither the Depositor Depositor, Loan Seller, nor the Servicer shall change its name, identity or limited liability company or corporate structure structure, as applicable, in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of under Section 9-506 or 9-507 of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least forty-five (45) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Depositor, the Issuing Entity and the Servicer Huntington shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 daysfive (5) Business Days’ prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesLoans, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable Conveyed Asset accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such ReceivableConveyed Asset, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) to each Receivable such Conveyed Asset and the amounts from time to time deposited in the Collection Account in respect of each such ReceivableConveyed Asset. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Conveyed Assets under this Agreement of the Receivables to the IssuerAgreement, the Servicer’s master computer records (including any backup archives) that refer to a Receivable Conveyed Asset shall indicate clearly the interest be coded to reflect that such Conveyed Asset is part of the Issuer portfolio of Loans that is the subject of this Agreement and is held by the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trusteefor Huntington Auto Trust 20[ ]-[ ]. Indication of such inclusion of a Conveyed Asset in the Issuer’s and the Indenture Trustee’s interest in a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Conveyed Asset shall have been paid in full Paid In Full or repurchasedrepurchased or reallocated, as the case may be. (ef) If at any time the Depositor or the Servicer Huntington shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee if any, provides that any computer tapes, records or printouts (including any restored from backup archives) that, if they shall that refer in Sale and Servicing Agreement any manner whatsoever to any ReceivableConveyed Asset, shall indicate clearly that such Receivable Conveyed Asset has been sold and is owned by the Issuer Issuing Entity and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee, the Owner Trustee and the Indenture Administrator their agents and their respective agents accountants upon reasonable notice and in a reasonable manner at any time during normal business hours hours, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable Conveyed Asset. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion the Indenture Trustee, within five (5) Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Conveyed Assets (by Contract number and name of Loan Obligor) then held as part of the Indenture Trustee Trust, together with a reconciliation of such list to perform any the Schedule of Conveyed Assets furnished prior to such actsrequest indicating removal of Conveyed Assets from the Trust.

Protection of Title to Trust. (a) The Servicer Seller shall authorize ---------------------------- execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables Home Equity Loans and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service ReceivablesHome Equity Loans, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable Home Equity Loan accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableHome Equity Loan, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Home Equity Loan and the amounts from time to time deposited in the Collection Account in respect of such ReceivableHome Equity Loan. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerHome Equity Loans, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable Home Equity Loan shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable Home Equity Loan and that such Receivable Home Equity Loan is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable Home Equity Loan shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable Home Equity Loan shall have been paid in full or repurchasedrepurchased by the Seller or purchased by the Servicer. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables mortgage 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 printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any ReceivableHome Equity Loan, shall indicate clearly that such Receivable Home Equity Loan has been sold and is owned by the Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Home Equity Loan. (h) Upon request at any time the Owner Trustee or the Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any other portion of the Trust Property. The preceding sentence Basic Documents, the Servicer shall not create any duty furnish to the Owner Trustee or obligation on to the Trustee, within five Business Days, a list of all Home Equity Loans (by contract number and name of Mortgagor) then held as part of the Indenture Trust, together with a reconciliation of such list to the Home Equity Loan Schedule and to each of the Servicer's Certificates furnished before such request indicating removal of Home Equity Loans from the Trust. (i) The Servicer shall deliver to the Owner Trustee and the Trustee: (1) 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 perform preserve and protect the interest of the Owner Trustee and the Trustee in the Home Equity Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Trustee in the Home Equity Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (l) or (2) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the 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 Trust. (a) The Servicer shall authorize execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such a manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) delivered to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (ab) Neither the Depositor 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 Section ss. 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ five Business Days' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) to each such Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and be coded to reflect that such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuer and has been pledged to the Indenture TrusteeTrustee for National City Auto Receivables Trust 200__-__. Indication of such Receivable's inclusion in the Issuer’s and the Indenture Trustee’s interest in a Receivable portfolio shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator its agents upon reasonable notice and their respective agents at any time during normal business hours 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 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion the Indenture Trustee, within fifteen Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished prior to such request indicating removal of Receivables from the Trust. The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) promptly after the execution and delivery of this Agreement and each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to fully preserve and protect the interest of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to preserve and protect such interest; and (B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to fully preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file or cause to be filed 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 preservepresent, maintain maintain, and protect the interest of the Issuer and the interests interest of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 or otherwise seriously misleading within the meaning of Section 9-506 402(7) of the applicable UCC or any successor provision(regardless of whether such a filing was ever made), unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and and, if applicable, shall have promptly timely filed appropriate amendments to any and all previously filed financing statements or continuation statements. Promptly upon such filing, statements (so that the Depositor Lien of the Issuer or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interestis not adversely affected). (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the applicable UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's interest (which interest has been acquired from the Seller) and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables comparable with the 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Seller shall deliver to the Owner Trustee and the Indenture Trustee: (1) 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 actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to perform 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 perfect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee 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 perfect 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 actsopinion) to be taken in the following year to perfect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificate and the Notes to be registered with the 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 Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 66 Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a any Receivable shall indicate clearly the interest of the Issuer Issuer, the Owner Trustee and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto and on certain Distribution Dates as required by Sections 2.02(b)(2)(iv) and 2.05(b)(2)(x), an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest; and (B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the first Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee 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) no such action shall be necessary to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the 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 Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-Trustee file- stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (ab) Neither the Depositor 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 Section 9-506 applicable provisions of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Hxxxxx, as Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (e) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the Noteholders. (f) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of the Indenture Trustee to perform any such acts.

Protection of Title to Trust. (a) The Servicer Seller shall execute or duly authorize and file or cause to be filed such financing statements and cause to be executed or duly authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trust under this Agreement in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 506(b) of the UCC or any successor provisionUCC, unless it shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (b) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, given the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice thereof. (c) The Seller and the Servicer shall give the Owner Trustee and Indenture Trustee at least 60 days' prior written notice of any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or its jurisdiction of organization if, as a result of such relocationchange, 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 (in which case the Servicer shall file or cause to be filed such amendment or continuation statement or new financing statement). The Owner Trustee and the Indenture Trustee shall promptly file be permitted to waive the 60 day notice period to any shorter period; provided that such UCC financing statements or amendments have been filed on or before the effective date of any such amendmentwaiver. The Servicer shall at all times maintain each office from which it shall service Receivables, its jurisdiction of organization and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerOwner Trustee, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly with reference to the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and particular trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Owner Trustee. Indication of the Issuer’s and the Indenture Owner 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 related Receivable shall have been paid in full full, purchased or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup 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 to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrust. (fg) The Servicer shall permit the Indenture Owner Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or any other portion Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to Schedule A to this Agreement, including any supplements thereto, and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, and upon the delivery of Subsequent Receivables, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed or duly authorized and filed that are necessary fully to preserve and protect the interest of the Owner Trustee in the Initial Receivables and the Subsequent Receivables and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of such 90th day, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed or duly authorized and filed that are necessary fully to preserve and protect the interest of the Owner Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Such Opinion of Counsel shall also specify any financing statements or continuation statements or other action necessary (based on the laws in effect and the facts known as of the date of such actsopinion) to be executed or duly authorized and filed on or before March 31 of the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section s.s. 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, 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 Owner Trustee 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) 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 actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the 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 Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. It is understood and agreed, however, that no filings will be made to perfect any security interest of the Issuer or the Indenture Trustee in the Seller’s interests in True Lease Equipment. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (ab) Neither the Depositor 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 Section 9-506 applicable provisions of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change relocation of the Depositor’s its principal executive office or the Servicer’s its “location” (determined as provided defined in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the [ ], as Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall may be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee 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. Each Opinion of Counsel referred to in clause (1) or (2) shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) If the Backup Servicer is acting as the Successor Servicer, it shall be reimbursed pursuant to Section 5.6(b)(x) for any costs incurred by it in performing its duties pursuant to Section 10.2(a), (f) (but only if the Seller is the party proposing such sale, grant of a security interest in, or other transfer) and (i).

Protection of Title to Trust. (a) The Servicer Seller shall authorize file (and file or cause to be filed if required, authorize) such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Issuing Entity and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall change its name, identity or identity, corporate structure or jurisdiction of organization 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 Section 9-506 of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate new financing statements and/or amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ days prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or its jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statements as the case may be. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place jurisdiction of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)organization, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Issuing Entity and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee. Indication of the IssuerIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full full, purchased or repurchased. (ef) In the event that (x) a successor Servicer is appointed to replace JDCC as Servicer pursuant to Section 8.02 and (y) the technology system or software of such successor Servicer used to originate electronic contracts and record information related thereto is not compatible with such system or software utilized by JDCC as the Servicer, then, unless otherwise instructed by the Indenture Trustee, with respect to each Receivable constituting “electronic chattel paper” as defined in Section 9-102(a)(31) of the UCC, an authorized representative of JDCC shall use commercially reasonable efforts to convert the “authoritative copy” within the meaning of Section 9-105 of the UCC of such Receivable into tangible form by permanently removing such authoritative copy from the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original.” Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the possession of the successor Servicer in accordance with the terms of Section 8.01. (g) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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 Issuer Issuing Entity and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fh) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust PropertyReceivable. The preceding sentence Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not create any duty cause undue disruption or obligation on interference with the Servicer’s business. (i) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Indenture Trustee Trust, together with a reconciliation of such list to perform any the Schedule of Receivables and to each of the Servicer’s Certificates furnished before such actsrequest indicating removal of Receivables from the Trust.

Protection of Title to Trust. (a) The Servicer shall authorize execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee under this Agreement in the Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor nor the Servicer shall change its name, identity identity, or corporate structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC (or any successor provisionprovision to such Section), unless it shall have given, given the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ 10 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interestthereof. (bc) Each of the The Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ 10 days prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentstatement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrustee, the Servicer’s 's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the Issuer’s and the Indenture Trustee’s interest in Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full full, repurchased, purchased or repurchasedassigned pursuant hereto. (ef) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables a new or used automobile or light-duty truck to any prospective purchaser, lender creditor, or other transferee, the Servicer Depositor or the Servicer, as the case may be, shall give to such prospective purchaser, lender creditor, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrust. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding the Receivables. (h) Upon request, the Servicer shall furnish to the Trustee, within five Business Days of any Receivable or any other portion request therefor, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables by contract number and name of Obligor then held as part of the Indenture Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee: upon the execution and delivery of this Agreement, an Opinion of Counsel either (a) stating that, in the opinion of such counsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to perform 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 on 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 and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the 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. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any such actsnumber 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 Trust. (a) The Servicer Seller shall authorize file (and file or cause to be filed if required, authorize) such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Issuing Entity and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall change its name, identity or identity, corporate structure or jurisdiction of organization 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 Section 9-506 of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate new financing statements and/or amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ days prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or its jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statements as the case may be. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place jurisdiction of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)organization, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Issuing Entity and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee. Indication of the IssuerIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full full, purchased or repurchased. (ef) In the event that (x) a successor Servicer is appointed to replace JDCC as Servicer pursuant to Section 8.02 and (y) the technology system or software of such successor Servicer used to originate electronic contracts and record information related thereto is not compatible with such system or software utilized by JDCC as the Servicer, then, unless otherwise instructed by the Indenture Trustee, with respect to each Receivable constituting “electronic chattel paper” as defined in Section 9-102(a)(31) of the UCC, an authorized representative of JDCC shall use commercially reasonable efforts to convert the “authoritative copy” within the meaning of Section 9-105 of the UCC of such Receivable into tangible form by permanently removing such authoritative copy from the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original”. Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the possession of the successor Servicer in accordance with the terms of Section 8.01. (g) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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 Issuer Issuing Entity and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fh) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust PropertyReceivable. The preceding sentence Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not create any duty cause undue disruption or obligation on interference with the Servicer’s business. (i) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) 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 Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform any prior Opinions of Counsel in which such acts.details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee 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

Protection of Title to Trust. (a) The Servicer Seller shall authorize and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or a change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged sold to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust. (h) The Servicer shall permit deliver to the Indenture Owner Trustee and the Indenture Administrator Trustee: (i) promptly after the execution and their respective agents at any time during normal business hours delivery of this Agreement, an Opinion of Counsel stating that, in the opinion of such counsel, either (1) all financing statements and continuation statements have been filed that are necessary fully to inspect, audit preserve and make copies of and abstracts from protect the Servicer’s records regarding any Receivable or any other portion interest of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (2) no such action shall be necessary to preserve and protect such interest; and (ii) on or before March 31, in each calendar year, beginning in 2004, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (1) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (A) or (B) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (i) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file file, or cause to be filed executed and filed, such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Certificateholders, the Certificate Insurer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee under this Agreement in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Certificate Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Seller in accordance with paragraph (aSection 12.2(a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it the Seller or Servicer shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments (or cause to all previously filed be filed) UCC financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest any of the Trust 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) no such action shall be necessary to preserve and protect such intereststated events. (bc) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement or new financing statement within the period of time necessary fully to preserve and shall promptly file any such amendmentprotect the interest of the Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Certificate Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrustee, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly with reference to the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the 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 related Receivable shall have been paid in full or repurchasedrepurchased or purchased hereunder. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup 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 to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator Certificate Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or any to the extent permitted by applicable banking, privacy and other portion laws limiting such access. (h) Upon request, the Servicer shall furnish to the Trustee and to the Certificate Insurer, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Indenture Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee and the Certificate Insurer: 1. promptly after the execution and delivery of this Agreement and of each amendment hereto and at the time of any merger, consolidation or succession of the Seller or the Servicer, 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 perform any preserve and protect the first priority perfected security interest of the Trustee in the Receivables, and reciting the details of such acts.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

Protection of Title to Trust. (a) The Servicer Seller shall authorize take all actions necessary to perfect, and maintain perfection of, the interests of the Trust and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file or cause to be filed 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 preservepresent, maintain maintain, and protect the interest of the Issuer and the interests interest of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall change its name, identity name or corporate structure in any manner that would, could type or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning jurisdiction of Section 9-506 of the UCC or any successor provision, organization unless it shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (b) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, given the Owner Trustee and the Indenture Trustee at least 60 45 (30) days’ ' prior written notice of thereof and, if applicable, shall have timely filed appropriate amendments to any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any and all previously filed financing statements or continuation statement statements (so that the Lien of the Issuer or of any new financing statement and shall promptly file any such amendment. the Indenture Trustee is not adversely affected). (c) The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged granted to the Indenture Trustee. Indication of the Issuer’s 's interest (which interest has been acquired from the Seller) and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables comparable with the 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 Issuer and has been pledged granted to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Seller shall deliver to the Owner Trustee and the Indenture Trustee: (1) 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 actions have been taken that are necessary fully to perfect the interests of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of and the Indenture Trustee in the Receivables, and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perform perfect the interests of the Trust 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 perfect 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 actsopinion) to be taken in the following year to perfect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the 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 Trust. (a) The Servicer shall authorize execute and file or cause to be filed 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 Certificateholders and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionRelevant UCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (b) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice thereof. (c) The Seller and the Servicer shall give the Trustee at least 60 days' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization their principal executive offices if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentstatement. The Seller and the Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 know, as of the most recent monthly calculation, the status of such Receivable, including payments payments, Liquidation Proceeds and recoveries Recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between -77- payments or recoveries Recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Certificate Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrustee, the Servicer’s 's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the Issuer’s and the Indenture Trustee’s interest in Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been be paid in full or repurchasedshall become a Purchased Receivable. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables motor vehicle retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrust. (fg) Upon request, the Servicer, at its expense, shall furnish to the Trustee, within 10 Business Days, a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to each Schedule of Receivables and to the Servicer's Certificate furnished pursuant to Section 3.9 indicating removal of Receivables from the Trust. (h) The Servicer shall permit deliver to the Indenture Trustee upon the Closing Date, upon the date which is 60 months after the initial filings required hereunder to perfect the security interest of the Trustee and upon the Indenture Administrator execution and their respective agents at any time during normal business hours delivery of each amendment, if any, of this Agreement, an Opinion of Counsel to inspectthe Servicer either (x) stating that, audit in the opinion of such counsel, no filings or other action, other than the filings required in the appropriate filing offices as described in such opinion, are necessary to perfect and make copies of and abstracts from maintain (i) the Servicer’s records regarding any Receivable or any other portion security interest of the Trust Property. The preceding sentence shall not create any duty or obligation on Trustee in the part Financed Vehicles, subject to certain exceptions stated therein, and (ii) the interest of the Indenture Trustee in the Receivables, the Dealer Agreements or the Dealer Assignments and in each case the proceeds thereof against third parties, subject to perform any certain exceptions stated therein, and reciting the details of such actsfilings or referring to prior Opinions of Counsel in which such details are given, or (y) stating that, in the opinion of such counsel, no such action shall be necessary to perfect or continue the perfected status of such interest.

Protection of Title to Trust. (a) The Servicer shall authorize and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders in the Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 of the UCC or any successor provision, unless it shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, the Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision), within the United States of America. (cd) 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. (de) 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 backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Collateral Agent for the benefit of the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Collateral Agent for the benefit of the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] and the Indenture Trustee on behalf of the Noteholders. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of the Indenture Trustee to perform any such acts. (h) Upon request, the Servicer shall furnish to the Indenture Administrator, the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Indenture Administrator, Owner Trustee and the Indenture Trustee: (1) Upon the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) no such action shall be necessary to preserve and protect such interest; and (2) On or before October 30 of each calendar year, a certificate signed by the Secretary or Assistant Secretary of the Servicer and an authorized officer of the managing member of the Depositor stating that, to such officer’s knowledge, following consultation with counsel, the Servicer or the Depositor, as applicable, has determined that it was not necessary or desirable to file any continuation UCC financing statement or other UCC financing statement during such fiscal year in order to maintain the perfection of the Indenture Collateral Agent’s security interest, for the benefit of the Noteholders, in the Trust Property or if the Servicer or the Depositor has determined that any such filing was necessary or desirable, describing the reason for any such filing and attaching a copy thereof to such certificate. Each Opinion of Counsel referred to in clause (l) 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. (j) The Depositor shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (k) On or before December 31 of each year, the Servicer shall forward to the Owner Trustee a list of the scheduled holidays in California for the following calendar year.

Protection of Title to Trust. (a) The Servicer shall authorize execute and file or cause to be filed 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 Securityholders and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustees under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner each Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC or any successor provisionRelevant UCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator and the Indenture Trustee Trustees at least five 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interestthereof. (bc) Each of the Depositor The Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture each Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization their principal executive offices if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentstatement. The Seller and the Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 know, as of the most recent monthly calculation, the status of such Receivable, including payments payments, Liquidation Proceeds and recoveries Recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments payments, Recoveries or recoveries Liquidation Proceeds on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrust, the Servicer’s 's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the Issuer’s and the Indenture Trustee’s interest in Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been be paid in full or repurchasedshall become a Repurchased Receivable. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables motor vehicle retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrust. (fg) Upon request, the Servicer, at its expense, shall furnish to each Trustee, within 10 Business Days, a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to each Schedule of Receivables and to the Servicer's Certificate furnished pursuant to Section 3.9 indicating removal of Receivables from the Trust. Each Trustee shall hold any such list and the Schedule of Receivables, as well as a copy of this Agreement, available for inspection during normal business hours at the Corporate Trust Office. (h) The Servicer shall permit deliver to the Indenture Trustee and Trustees upon the Indenture Administrator and their respective agents at any time during normal business hours Closing Date, upon the date which is 60 months after the initial filings required hereunder to inspect, audit and make copies of and abstracts from perfect the Servicer’s records regarding any Receivable or any other portion security interest of the Trust Property. The preceding sentence shall not create any duty and upon the execution and delivery of each amendment, if any, of this Agreement, an Opinion of Counsel to the Servicer either (x) stating that, in the opinion of such counsel, no filings or obligation on other action, other than the part filings required in the appropriate filing offices as described in such opinion, are necessary to perfect and maintain (i) the security interest of the Indenture Trustee Trust in the Financed Vehicles, subject to perform any certain exceptions stated therein, and (ii) the interest of the Trust in the Receivables, the Dealer Agreements or the Dealer Assignments and in each case the proceeds thereof against third parties, subject to certain exceptions stated therein, and reciting the details of such actsfilings or referring to prior Opinions of Counsel in which such details are given, or (y) stating that, in the opinion of such counsel, no such action shall be necessary to perfect or continue the perfected status of such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged sold to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust. (h) The Servicer shall permit deliver to the Indenture Owner Trustee and the Indenture Administrator Trustee: (A) promptly after the execution and their respective agents at any time during normal business hours delivery of this Agreement, an Opinion of Counsel stating that, in the opinion of such counsel, either (1) all financing statements and continuation statements have been filed that are necessary fully to inspect, audit preserve and make copies of and abstracts from protect the Servicer’s records regarding any Receivable or any other portion interest of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (2) no such action shall be necessary to preserve and protect such interest; and (B) on or before March 31, in each calendar year, beginning in 2004, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (1) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (A) or (B) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (i) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such a manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) delivered to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. In addition, the Seller and the Depositor hereby authorize the Issuer at any time and from time to time to prepare and file 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. (ab) Neither None of the Seller, the Depositor nor or 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 Section ss. 9-506 of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of Seller, the Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ five Business Days' prior written notice of any change of in the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of its organization if, as a result of such relocationchange of jurisdiction, 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 statement, and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) to each such Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and be coded to reflect that such Receivable is part of the portfolio of Receivables that is the subject of this Agreement and is owned by the Issuer SSB Auto Loan Trust 2002-1 and has been pledged by SSB Auto Loan Trust 2002-1 to the Indenture TrusteeTrustee for the benefit of the Noteholders. Indication of such Receivables' inclusion in the Issuer’s and the Indenture Trustee’s interest in a Receivable portfolio shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator its agents upon reasonable notice and their respective agents at any time during normal business hours 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 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion the Indenture Trustee, within fifteen Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished prior to such request indicating removal of Receivables from the Trust. (i) The Seller shall deliver to the Owner Trustee, the Bond Administrator and the Indenture Trustee: (A) promptly after the execution and delivery of this Agreement and each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to fully preserve and protect the interest of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to preserve and protect such interest; and (B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to fully preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (A) or (B) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. It is understood and agreed, however, that no filings will be made to perfect any security interest of the Issuer or the Indenture Trustee in the Seller's interests in True Lease Equipment. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (ab) Neither the Depositor 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 PARAGRAPH (a) above seriously misleading within the meaning of Section 9-506 applicable provisions of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s its principal executive office or the Servicer’s “its "location” (determined " as provided defined in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the JPMorgan Chase Bank, as Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall may be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee 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. Each Opinion of Counsel referred to in CLAUSE (1) or (2) shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the 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 Trust. (a) The Servicer shall authorize and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of Issuer, the Noteholders Securityholders[, the [Swap][Cap] Counterparty] and the Certificateholders Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral. (ab) Neither the Seller, the Trust Depositor 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 Section 4.02 seriously misleading within the meaning of Section § 9-506 507 of the UCC or any successor provisionUCC, unless it shall have givengiven the Issuer, the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five 30 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor The Seller and the Servicer Trust Depositor shall have an obligation to give the Indenture AdministratorIssuer, the Owner Trustee and the Indenture Trustee at least 60 30 days’ prior written notice of any change in its state of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentincorporation. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of AmericaStates. (cd) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Receivableeach Contract. (de) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale transfer under this Agreement of the Receivables to the IssuerContracts, the Servicer’s master computer records (including any backup archives) that shall refer to a Receivable shall Contract indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s ownership of and the Indenture Trustee’s interest in a Receivable Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Contract shall have been paid in full or repurchasedreacquired or, in the case of the Indenture Trustee’s interest, when the Indenture shall have been discharged. (ef) If at any time the Trust Depositor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables promissory notes and security agreements to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold transferred and is owned by the Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Owner Trustee and the Indenture Administrator and their respective agents its agents, at any time during normal business hours hours, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion Contract. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of all Contracts then held as part of the Trust Property. Estate, together with a reconciliation of such list to the List of Contracts and to the most recent Monthly Report furnished before such request indicating any removal of Contracts from the Trust Corpus. (i) The preceding sentence Servicer shall not create any duty or obligation on deliver to the part of Owner Trustee, the Indenture Trustee and each Rating Agency, promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to perform any preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of such actsfilings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Class A Noteholders, the Class A Insurer, the Indenture Trustee and the interests of the Indenture Trust Collateral Agent on behalf of in the Noteholders Dealer Loans and the Certificateholders in the Receivables related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee Trust Collateral Agent and the Indenture Collateral Agent Class A Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither None of the Depositor Originator, the Seller nor the Servicer shall change its name, identity identity, state of incorporation or formation 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 Section §9-506 or §9-507 of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trust Collateral Agent and the Indenture Trustee Class A Insurer at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of The Seller, the Depositor Originator and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee Trust Collateral Agent and the Indenture Trustee Class A Insurer at least 60 days’ prior written notice of any relocation of its principal executive office or change of the Depositor’s its state of incorporation or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization formation if, as a result of any such relocationchange, 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 Unless otherwise permitted by the Class A Insurer, the Servicer shall at all times maintain each office from which it shall service Receivablesthe Dealer Loans and the related Contracts, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable Dealer Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableDealer Loan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Dealer Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableDealer Loan and Contract. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables Dealer Loans and the related Contracts to the IssuerTrust, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable Dealer Loan or Contract shall indicate clearly (including by means of tagging) the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders Trust in such Receivable Dealer Loan or Contract and that such Receivable Dealer Loan or Contract is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust’s and the Indenture Trustee’s interest in ownership of a Receivable Dealer Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Dealer Loan or Contract shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableDealer Loan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Dealer Loan or Contract has been sold and is owned by the Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrust. (fg) The Servicer shall shall, upon reasonable prior notice, permit the Indenture Trustee and Trust Collateral Agent, the Indenture Administrator Class A Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s records regarding any Receivable Dealer Loan or any other portion Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish to the Trust Property. Collateral Agent, the Indenture Trustee and the Class A Insurer, within twenty Business Days, a list of all Dealer Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust, together with a reconciliation of such list to the schedule of Dealer Loans, Dealer Agreements and Contracts attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Dealer Loans or Contracts from the Trust. (i) The preceding sentence Seller shall not create any duty or obligation on deliver to the part Trust Collateral Agent, the Indenture Trustee and the Class A Insurer: (1) upon 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 releases of financing statements) and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Indenture Trustee and the Trust Collateral Agent in the Dealer Loans and the related Contracts, and reciting the details of the expected filings thereof or referring to perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Indenture Trustee and the Trust Collateral Agent in the Dealer Loans and the related Contracts, 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. Such Opinion of Counsel shall also describe the filing of any financing statements and continuation statements that will, in the opinion of such actscounsel, be required to preserve and protect the interest of the Indenture Trustee and the Trust Collateral Agent in the Dealer Loans and the related Contracts, until the 90th day in the following calendar year. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve perfection of such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed 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 Trust. (a) The Servicer Seller or Servicer, or both, shall authorize execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Trust and the interests of Indenture Trustee for the Indenture Collateral Agent on behalf benefit of the Noteholders and the Certificateholders in the Receivables and in the proceeds thereof. The Servicer Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor Seller nor the Servicer shall 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 the Seller or the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-506 506(b) of the UCC or any successor provisionRelevant UCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five sixty (60) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor The Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days’ ' prior written notice of any relocation of its principal executive office or of any change of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or its jurisdiction of organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, its principal executive office and its principal place jurisdiction of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision), organization within the United States of America. (cd) 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, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrust, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer’s Trust's and the Indenture Trustee’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchasedrepurchased by the Seller or purchased by the Servicer. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records compact disks, records, or printouts print-outs (including any restored from backup 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 Trust and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of unless such Receivable has been paid in full or repurchased by the NoteholdersSeller or purchased by the Servicer. (fg) The Servicer shall permit the Owner Trustee, the Indenture Trustee and the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of each amendment to any other portion financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest; and (2) within ninety (90) days after the beginning of each calendar year commencing in the year 2002, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust 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. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the 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 Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section ss. 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Standard Receivables to and the IssuerFixed Value Receivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Standard Receivable or a Fixed Value Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Standard Receivable or Fixed Value Receivable and that such Standard Receivable or Fixed Value Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive 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 Standard Receivable or Fixed Value Receivable, shall indicate clearly that such Standard Receivable or such Fixed Value Receivable has been sold and is owned by the Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, 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 Owner Trustee 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) 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 actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the 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 Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent Trustee on behalf of the Noteholders and the Certificateholders related Series Securityholders in the Receivables related Series Trust Estate and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five thirty days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Master Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written prompt notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Master Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Master Collection Account in respect of such Receivable. (de) The Master Servicer shall maintain its or cause to be maintained, a computer systems system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, the Servicer’s such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders Trust in such Receivable and that such Receivable is owned by the Issuer Trust and to which Series Trust Estate such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer’s and the Indenture Trustee’s Trust's interest in a Receivable shall be deleted from or modified on the Servicer’s such computer systems when, and only when, the related Receivable shall have been paid in full or repurchasedrepurchased by HAFC or the Seller. (ef) If at any time the Depositor Seller or the Servicer HAFC shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and Trust unless such Receivable has been pledged to [paid in full or repurchased by HAFC or the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersSeller. (fg) With respect to any Series Trust Estate, upon request, the Master Servicer shall furnish or cause to be furnished to the related Series Support Provider (only in the event that there is a Series Support Provider with respect to such Series), the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the related Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to each of the Master Servicer's Certificates furnished before such request indicating removal of Receivables from the related 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 permit deliver to the Indenture Owner Trustee and the Indenture Administrator Trustee: (1) simultaneously with the execution and their respective agents at any time during normal business hours delivery of the Agreement and, if required pursuant to inspectSection 13.1, audit of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and make copies substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and abstracts from continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s records regarding any Receivable or any other portion interest of the Trust Property. The preceding sentence shall not create any duty or obligation on and the Indenture Trustee in the Receivables then held as part of the Indenture Trustee related Series Trust Estate, or (B) no such action shall be necessary to perform preserve and protect such interest or (C) any action which is necessary to preserve and protect such acts.interest during the following 12-month period; and

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent Trustee on behalf of the Noteholders and the Certificateholders related Series Securityholders in the Receivables related Series Trust Estate and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section Sections 9-506 503(a)(4) and 9-507 of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five thirty days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Master Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written prompt notice of any change in its state of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization incorporation if, as a result of such relocationchange, 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, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Master Collection Account in respect of such Receivable. (de) The Master Servicer shall maintain its or cause to be maintained, a computer systems system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, the Servicer’s such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders Trust in such Receivable and that such Receivable is owned by the Issuer Trust and to which Series Trust Estate such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer’s and the Indenture Trustee’s Trust's interest in a Receivable shall be deleted from or modified on the Servicer’s such computer systems when, and only when, the related Receivable shall have been paid in full or repurchasedrepurchased by HAFC or the Seller. (ef) If at any time the Depositor Seller or the Servicer HAFC shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and Trust unless such Receivable has been pledged to [paid in full or repurchased by HAFC or the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersSeller. (fg) With respect to any Series Trust Estate, upon request, the Master Servicer shall furnish or cause to be furnished to the related Series Support Provider (only in the event that there is a Series Support Provider with respect to such Series), the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the related Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to each of the Master Servicer's Certificates furnished before such request indicating removal of Receivables from the related 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 permit deliver to the Indenture Owner Trustee and the Indenture Administrator Trustee: (1) simultaneously with the execution and their respective agents at any time during normal business hours delivery of the Agreement and, if required pursuant to inspectSection 13.1, audit of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and make copies substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and abstracts from continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s records regarding any Receivable or any other portion interest of the Trust Property. The preceding sentence shall not create any duty or obligation on and the Indenture Trustee in the Receivables then held as part of the related 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) within 90 days after the beginning of each calendar year beginning in 2001, 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 perform 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 actsopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section ss. 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Standard Receivable or Fixed Value 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 any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (e) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the Noteholders. (f) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of the Indenture Trustee to perform any such acts.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section ss. 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Standard Receivable or Fixed Value 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 Standard Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Collection Deposit Account in respect of such Standard Receivable or Fixed Value Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Standard Receivables to and the IssuerFixed Value Receivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (e) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the Noteholders. (f) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of the Indenture Trustee to perform any such acts.Standard

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent Trustee on behalf of the Noteholders and the Certificateholders related Series Securityholders in the Receivables related Series Trust Estate and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 Section 9-506 402(7) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five thirty days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Master Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ prior written prompt notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Master Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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 Master Collection Account in respect of such Receivable. (de) The Master Servicer shall maintain its or cause to be maintained, a computer systems system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the Receivables to the Issuer, the Servicer’s such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders Trust in such Receivable and that such Receivable is owned by the Issuer Trust and to which Series Trust Estate such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer’s and the Indenture Trustee’s Trust's interest in a Receivable shall be deleted from or modified on the Servicer’s such computer systems when, and only when, the related Receivable shall have been paid in full or repurchasedrepurchased by HAFC or the Seller. (ef) If at any time the Depositor Seller or the Servicer HAFC shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the 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 Issuer and Trust unless such Receivable has been pledged to [paid in full or repurchased by HAFC or the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersSeller. (fg) The With respect to any Series Trust Estate, upon request, the Master Servicer shall permit furnish or cause to be furnished to the Indenture related Series Support Provider (only in the event that there is a Series Support Provider with respect to such Series), the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the related Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to each of the Indenture Administrator Master Servicer's Certificates furnished before such request indicating removal of Receivables from the related Series Trust Estate. The Trustee shall hold any such list and their respective agents at any time 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 inspectconduct an examination. (h) The Master Servicer shall deliver to the Owner Trustee and the Trustee: (1) simultaneously with the execution and delivery of the Agreement and, audit 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 make copies substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and abstracts from continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s records regarding any Receivable or any other portion interest of the Trust Property. The preceding sentence shall not create any duty or obligation on and the Trustee in the Receivables then held as part of the Indenture related 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) within 90 days after the beginning of each calendar year beginning in 2000, 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 Trustee in the Series Trust Estate or (B) no such action shall be necessary to perform 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 actsopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (ab) Neither the Depositor 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 Section 9-506 applicable provisions of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator Trustee and the Indenture Trustee at least five days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s 's and the Indenture Trustee’s 's interest in a Receivable shall may be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable Receivable. (h) Upon request, the Servicer shall furnish to the Trustee or any other portion to the Indenture Trustee, within five Business Days, a list of the Trust Property. The preceding sentence shall not create any duty or obligation on the all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (i) The Servicer shall deliver to the Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer, the Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer, the Trustee 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. Each Opinion of Counsel referred to in clause (1) or (2) shall specify any action necessary (as of the date of such actsopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the 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 Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor nor The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of 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 Section 9-506 of the UCC or any successor provision, unless it shall have given, the Owner Trustee, the Indenture Administrator and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.Section (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, notify the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of America. (cd) 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. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerTrust, the Servicer’s 's master computer records (including any backup archives) that refer to a any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as SCHEDULE A and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and the Indenture Administrator and their respective its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable or any other portion Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect the interest of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to perform prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect the interest of the Owner Trustee 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) no such action shall be necessary to preserve and protect such interest. (i) Each Opinion of Counsel referred to in clause (h)(A) or (B) above shall specify any action necessary (as of the date of such actsOpinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer Seller shall authorize execute and file or cause to be filed 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 and the interests of the Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders Trustee in the Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Indenture Administrator, the Owner Trustee and the Indenture Collateral Agent Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ab) Neither the Depositor 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 (aSection 9.02(a) above seriously misleading within the meaning of Section 9-506 507(c) of the UCC or any successor provisionUCC, unless it shall have given, given the Owner Trustee, the Indenture Administrator and the Indenture Trustee Trustees at least five thirty (30) days’ prior written notice thereof and shall have promptly filed shall, within thirty (30) days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating 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, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (bc) Each of the Depositor Seller and the Servicer shall have an obligation to give the Indenture Administrator, the Owner Trustee and the Indenture Trustee Trustees at least 60 sixty (60) days’ prior written notice of any change relocation of the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision)executive office, within the United States of AmericaStates. (cd) The Servicer shall maintain accounts and records as to each Receivable the Receivables accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivablethe Receivables, 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 the Receivables and the amounts from time to time deposited in the Collection Account in respect of such ReceivableAccounts. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (ef) If at any time the Depositor Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive automobile 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 Issuer and has been pledged to [the Indenture Collateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the NoteholdersTrustee. (fg) The Servicer shall permit deliver to the Indenture Trustee Trustees: (1) promptly after the execution and delivery of each amendment hereto, an Opinion of Counsel stating that, in the Indenture Administrator opinion of such counsel, either (A) all financing statements and their respective agents at any time during normal business hours continuation statements have been executed and filed that are necessary to inspect, audit fully preserve and make copies of and abstracts from protect the Servicer’s records regarding any Receivable or any other portion interest of the Trust Property. The preceding sentence Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall not create any duty or obligation on be necessary to preserve and protect such interest; and (2) within ninety (90) days after the part beginning of each fiscal year of the Indenture Trustee Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perform preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to 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 actsopinion) to be taken in the following year to preserve and protect such interest. (h) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.