Common use of Financing Statement and Books and Records Clause in Contracts

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 2013-A SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132014-A B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the 6 (NALT 2014-B SUBI Certificate Transfer Agreement) Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the AssetsAssets (to the extent such security interest can be perfected by the filing of a financing statement), and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132011-A B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132010-A B SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 2013-A 20[•]-[•] SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132012-A B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation 6 (NALT 2012-B SUBI Certificate Transfer Agreement) statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132018-A SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the 6 (NALT 2018-A SUBI Certificate Transfer Agreement) Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the AssetsAssets (to the extent such security interest can be perfected by the filing of a financing statement), and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132011-A SUBI Certificate and will file on or within ten days after of the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132010-A B SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132012-A B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132003-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s 's ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132016-A B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the 6 (NALT 2016-B SUBI Certificate Transfer Agreement) Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the AssetsAssets (to the extent such security interest can be perfected by the filing of a financing statement), and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132004-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof.. Trust SUBI Certificate Transfer Agreement (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s 's ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 2013-A 20[•]-[•] SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132015-A B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the 6 (NALT 2015-B SUBI Certificate Transfer Agreement) Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the AssetsAssets (to the extent such security interest can be perfected by the filing of a financing statement), and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132016-A SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the 6 (NALT 2016-A SUBI Certificate Transfer Agreement) Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the AssetsAssets (to the extent such security interest can be perfected by the filing of a financing statement), and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132019-A B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the 6 (NALT 2019-B SUBI Certificate Transfer Agreement) Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the AssetsAssets (to the extent such security interest can be perfected by the filing of a financing statement), and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132012-A SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132019-A SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the 6 (NALT 2019-A SUBI Certificate Transfer Agreement) Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the AssetsAssets (to the extent such security interest can be perfected by the filing of a financing statement), and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132004-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s 's ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132014-A SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the 6 (NALT 2014-A SUBI Certificate Transfer Agreement) Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the AssetsAssets (to the extent such security interest can be perfected by the filing of a financing statement), and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132012-A SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132011-A B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 2013200[ ]-A [ ] SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132011-A SUBI Certificate and will file on or within ten days after of the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132008-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132008-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 201320[ ]-A [ ] SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132009-A B SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132012-A B SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 2013-A 20[●]-[●] SUBI Certificate and will file on or within ten days after the Closing Date, at its own expense, one or more financing statements with respect to the Assets 6 (NALT 20[●]-[●] SUBI Certificate Transfer Agreement) meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the AssetsAssets (to the extent such security interest can be perfected by the filing of a financing statement), and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132005-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s 's ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132010-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132010-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132006-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132003-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof.. Trust SUBI Certificate Transfer Agreement 6 (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s 's ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 2013200[ ]-A [ ] SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132007-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132009-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132006-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132009-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it will, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132007-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor thereof. (b) The Depositor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132009-A B SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect the interest of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it will, will take no actions inconsistent with the Transferee’s ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132005-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof. (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s 's ownership of the Assets and on or prior to the Closing Date indicate on its books, records records, and statements that the Assets have been sold to the Transferee.

Financing Statement and Books and Records. (a) In connection with the conveyance of the Assets hereunder, the Depositor Transferor agrees that on or prior to the Closing Date it will deliver to or at the direction of the Transferee, with all requisite endorsements, the 20132003-A SUBI Certificate and will file on or within ten days after the Closing Datefile, at its own expense, one or more financing statements with respect to the Assets meeting the requirements of applicable state law in such manner as necessary to perfect, preserve, maintain and protect perfect the interest sale of the Transferee in the Assets, and the proceeds thereof to the Depositor Transferor (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section 2.04, consist of telephone confirmation of such filings with the file stamped copy of each such filing to be provided to the Transferee in due course), as soon as is practicable after receipt by the Depositor Transferor thereof.. Trust SUBI Certificate Transfer Agreement (b) The Depositor Transferor further agrees that it willwill treat the transfer of the Assets as a sale for accounting purposes, take no actions inconsistent with the Transferee’s 's ownership of the Assets and on or prior to the Closing Date indicate on its books, records and statements that the Assets have been sold to the Transferee.