Common use of Protection of Right Title and Interest Clause in Contracts

Protection of Right Title and Interest. (a) The Servicer shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect such right, title and interest. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assets. The Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) The Servicer will deliver to the Trustee upon the execution hereto and delivery of each amendment of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to the Trustee. (d) If at any time the Servicer is no longer Stone Container, the Transferor shall deliver to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c).

Protection of Right Title and Interest. (a) The Servicer AutoBond shall deliver (or cause this Agreement, any Supplement, all amendments hereto or thereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to be delivered) to the Trust Assets to be promptly recorded, registered Borrower and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect such right, title and interest. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with In the Servicer in connection with event that AutoBond fails to perform its obligations under this subsection, the obligations set forth above Borrower or the Trustee may do so, on AutoBond's behalf, at the expense of AutoBond. AutoBond hereby grants the Borrower and will execute any and all documents reasonably required the Trustee a power of attorney to fulfill effectuate the intent provisions of this Section 13.2(a)the preceding sentence. (b) The Servicer will AutoBond shall not change its name identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by AutoBond in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Borrower and the Trustee at least five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed UCC financing statements or continuation statements. (c) AutoBond shall give the Borrower and the Trustee prompt at least 60 days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed UCC financing or continuation statement or of any new UCC financing statement and shall promptly file any such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assetsamendment. The Servicer will AutoBond shall at all times maintain each office from which it services Receivables shall service the Auto Loans and its principal executive office office, within the United States of America. AutoBond shall pay all filing fees or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 9.8(c). (cd) The Servicer will AutoBond shall deliver to the Borrower and the Trustee upon promptly after the execution hereto and delivery of each amendment of Articles Ihereto, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel either (which may i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Borrower and the Trustee in the Trust Property have been filed, or (ii) stating that, in the opinion of such counsel, no such action shall be in-house counsel), reasonably acceptable necessary to the Trusteepreserve and protect such interest. (d) If at any time the Servicer is no longer Stone Container, the Transferor shall deliver to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c).

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) The Servicer In addition to the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.06, the Seller shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all file such additional financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets cause to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filedfiled such continuation statements, all in such manner and in such places as may be required by law Applicable Law fully to preserve preserve, maintain, and protect such right, title the first priority perfected security interest of the Purchaser in the Receivables and interestin the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Trustee Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided abovein this clause (a), as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will give Seller 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 by the Trustee prompt Seller in accordance with Section 2.06 or clause (a) above seriously misleading within the meaning of Section 9-506(b) of the UCC, unless the Seller shall have given the Purchaser at least five (5) days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office thereof and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statement or of statements. The Seller hereby gives the Purchaser the authority to file any new financing statement and shall file such financing continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may be determine, in its sole discretion, are necessary to perfect or advisable to continue or amend the perfection of the Trustee's security interest in granted to the Receivables and the other Trust Assets. The Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of AmericaPurchaser herein. (c) The Servicer will deliver to Seller shall give the Trustee upon Purchaser at least ninety (90) days' prior written notice of (i) any relocation of its registered location or (ii) any change in its jurisdiction of organization, including the execution hereto and delivery of each amendment of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (jurisdiction in which may be in-house counsel), reasonably acceptable to the TrusteeSeller maintains its main office under its national banking association charter. (d) If at any time the Servicer is no longer Stone ContainerSeller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan and installment sale contracts to any prospective purchaser, lender, or other transferee, the Transferor Seller shall deliver give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate that such Receivable has been conveyed to and is owned by the Purchaser. (e) Prior to the Successor Servicer powersClosing Date, with respect to (i) the UCC-1 financing statement naming HNB 2000-ofB (NQ) LLC as secured party (file number APO258823) and (ii) the UCC-1 financing statement naming HNB 2000-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(aB (Q) LLC as secured party (file number APO258822), 13.2(b) and 13.2(c).the Seller shall obtain from the secured party, or its agent, a letter authorizing the filing of one or more Form UCC-3 Financing Statements for the purpose of releasing the interest collateral

Protection of Right Title and Interest. (a) The Servicer Contributor shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all execute and file such financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets cause to be promptly recorded, registered executed and filed, and at all times to be kept recorded, registered and filedfiled such continuation statements, all in such manner and in such places as may be required by law fully to preserve preserve, maintain, and protect such right, title the interest of RCL Trust 2000-1 in the Series 2000-1 Certificates and interestin the proceeds thereof. The Servicer Contributor shall deliver (or cause to the Trustee be delivered) to RCL Trust 2000-1 file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor Contributor shall cooperate fully with deliver any additional Certificates received after the Servicer Closing Date and evidencing the Series 2000-1 Certificates to the RCL Trustee registered in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill name of the intent of this Section 13.2(a)Ford Credit Auto Lease Trust 2000-1 or endorsed in blank. (b) The Servicer will Contributor 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 by the Contributor in accordance with Section 5.1(a) seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given RCL Trust 2000-1 at least 5 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Contributor shall give the Trustee prompt RCL Trust 2000-1 at least 60 days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whetherif, 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 or new financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assetsstatement. The Servicer will Contributor shall cause the Administrative Agent to at all times maintain each office from which it services Receivables shall service Titling Company Assets, and its principal executive office office, within the United States of America. (c) The Servicer will deliver to the Trustee upon the execution hereto and delivery of each amendment of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to the Trustee. (d) If at any time the Servicer is no longer Stone ContainerContributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in any other Certificates to any prospective purchaser, lender, or other transferee, the Transferor Contributor shall deliver give to such prospective purchaser, lender, or other transferee computer tapes, records, or printouts (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Series 2000-1 Asset, shall indicate clearly that such Series 2000-▇ ▇▇▇▇▇ ▇▇ owned by the applicable Titling Company and that the entire Specified Interest in such Series 2000-1 Asset has been transferred to RCL Trust 2000-1. (e) The Contributor shall cause the Administrative Agent to permit RCL Trust 2000-1 and its agents (or any agents of any assignee of RCL Trust 2000-1 contemplated by the Basic Documents) at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Administrative Agent's records regarding any Series 2000-1 Asset. (f) Upon request of RCL Trust 2000-1, the Contributor shall cause the Administrative Agent to furnish to RCL Trust 2000-1, within 20 Business Days, a list of all Series 2000-1 Leases or Series 2000-1 Leased Vehicles (by vehicle identification number and account number), together with a reconciliation of such list to the Successor Servicer powersSchedule of Series 2000-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c)1 Assets.

Protection of Right Title and Interest. (a) The Servicer Each of the Sellers shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all execute and file such financing statements and cause to be executed and filed such continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, required documentation all in such manner and in such places as may be required by law fully to preserve preserve, maintain and protect such right, title the ownership interest of the Purchaser in the Agreement Collateral and interestin the proceeds thereof. The Servicer Sellers shall deliver (or cause to be delivered) to the Trustee filePurchaser, the Issuer, the Collateral Agent and the Deal Agent filed-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will None of the Sellers shall change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Sellers in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402 of the UCC, unless it shall have given the Purchaser, the Issuer, the Collateral Agent and the Deal Agent at least thirty days' prior written notice thereof and shall have filed appropriate amendments to all previously filed financing statements or continuation statements prior to such changes. (c) Each of the Sellers shall give the Trustee prompt Purchaser, the Issuer, the Collateral Agent and the Deal Agent at least thirty days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whetherif, 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 file any such financing statements or amendments as may be necessary amendment prior to perfect or to continue the perfection any such relocation. Each of the Trustee's security interest in the Receivables and the other Trust Assets. The Servicer will Sellers shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (cd) The Servicer Sellers will deliver not amend, and shall not permit any amendment to any ALAC Securitization Document, the ALAC Sale and Servicing Agreements or the Master Spread Account Agreement relating to the Trustee upon Agreement Collateral which would adversely affect their respective ability and right to receive refunds with respect thereto, or which would adversely affect the execution hereto and delivery rights of each amendment any of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to the Trustee. (d) If at any time the Servicer is no longer Stone ContainerIssuer, the Transferor shall deliver to Deal Agent, the Successor Servicer powers-of-attorney such that such Successor Servicer may perform Collateral Agent, the obligations set forth in Sections 13.2(a)Liquidity Agent, 13.2(b) and 13.2(c)the Secured Parties, or the Purchaser.

Protection of Right Title and Interest. (a) The Servicer Transferor shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders Issuer and the Indenture Trustee in, to and under the Trust Assets Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect such the right, title and interestinterest of the Issuer and its assignees, as the case may be, hereunder to all property transferred hereunder. The Servicer Transferor shall deliver to the Trustee Issuer, file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would 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, the Transferor shall give the Owner Trustee and the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof. (c) The Servicer Transferor will give the Trustee Issuer prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's Issuer’s security interest in the Receivables and the other Trust Assetsproceeds thereof. The Servicer Transferor will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (cd) The Servicer Transferor will deliver to the Issuer and the Indenture Trustee upon the execution hereto and delivery of on or before April 30 in each amendment of Articles Icalendar year, IIbeginning in 2024, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel)Counsel, reasonably acceptable to substantially in the Trustee. (d) If at any time the Servicer is no longer Stone Container, the Transferor shall deliver to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c).form of Exhibit C.

Protection of Right Title and Interest. (a) The Servicer Transferor shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders Issuer and the Indenture Trustee in, to and under the Trust Assets Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect such the right, title and interestinterest of the Issuer and its assignees, as the case may be, hereunder to all property transferred hereunder. The Servicer Transferor shall deliver to the Trustee Issuer, file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would 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, the Transferor shall give the Owner Trustee and the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof. (c) The Servicer Transferor will give the Trustee Issuer prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's Issuer’s security interest in the Receivables and the other Trust Assetsproceeds thereof. The Servicer Transferor will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (cd) The Servicer Transferor will deliver to the Issuer and the Indenture Trustee upon the execution hereto and delivery on or before [________ __] of each amendment of Articles Iyear, IIbeginning with [____], III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel)Counsel, reasonably acceptable to substantially in the Trustee. (d) If at any time the Servicer is no longer Stone Container, the Transferor shall deliver to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c).form of Exhibit C.

Protection of Right Title and Interest. (a) The Servicer Seller shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all execute and file such financing statements and cause to be executed and filed such continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, required documentation all in such manner and in such places as may be required by law fully to preserve preserve, maintain and protect such right, title the ownership interest of FIACC in the Purchased Receivables and interestin the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to FIACC and the Trustee fileDeal Agent filed-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will Seller 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 by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402 of the UCC, unless it shall have given FIACC, the Collateral Agent and the Deal Agent at least sixty days' prior written notice thereof and shall have filed appropriate amendments to all previously filed financing statements or continuation statements prior to such changes. (c) The Seller shall give FIACC, the Trustee prompt Deal Agent and the Collateral Agent at least sixty days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whetherif, 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 file any such financing statements or amendments as may be necessary amendment prior to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assetsany such relocation. The Servicer will Seller shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (cd) The Servicer will deliver Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to FIACC, the Trustee upon Seller's master computer records (including any back-up archives) that refer to a Purchased Receivable shall indicate clearly the execution hereto interest of FIACC in such Purchased Receivable and delivery that such Purchased Receivable is owned by FIACC. Indication of each amendment FIACC's ownership of Articles Ia Purchased Receivable shall be deleted from or modified on the Seller's computer systems when, IIand only when, III the Purchased Receivable shall have been paid in full or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to the Trusteerepurchased. (de) If at any time the Servicer is no longer Stone ContainerSeller 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 Transferor Seller shall deliver give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Purchased Receivable, the same shall indicate clearly that such Purchased Receivable has been sold to and is owned by FIACC. (f) Upon the written request of the Collateral Agent, upon written request from the Secured Parties, the Seller shall cause the following notation to be stamped on the face of the retail installments sales contract evidencing such Receivable: "FIRST INVESTORS FINANCIAL SERVICES, INC. HAS SOLD AND ASSIGNED ALL RIGHT, TITLE AND INTEREST IN THIS CONTRACT TO FIRST INVESTORS AUTO CAPITAL CORPORATION, WHICH HAS GRANTED A SECURITY INTEREST IN THIS CONTRACT TO FIRST UNION CAPITAL MARKETS CORP., AS COLLATERAL AGENT FOR CERTAIN SECURED PARTIES." (g) Within sixty days after the Effective Time with respect to each Purchased Receivable, the Seller shall give written notice by regular mail, addressed to the Successor Servicer powers-of-attorney Obligor under such Receivable, in form acceptable to FIACC, to the effect that such Successor Purchased Receivable has been sold and assigned to FIACC. (h) The Seller shall permit FIACC and its agents and the Deal Agent and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Purchased Receivable. (i) The Seller shall, or shall cause the Servicer may perform to, provide a list to the obligations set forth in Sections 13.2(a)Deal Agent of all Purchased Receivables, 13.2(bsuch list to be delivered to the Deal Agent, as of the end of each March, June, September and December, on the fifteenth Business Day after the end of each such month, beginning with March, 1998. Upon request, the Seller shall furnish to FIACC and the Deal Agent, within five Business Days, a list of all Purchased Receivables (by contract number and name of Obligor) previously sold to FIACC pursuant to this Agreement. (j) The Seller will not amend, and 13.2(c)shall not permit any amendment to any Extended Service Agreement relating to the Financed Vehicles related to the Purchased Receivables which would adversely affect its ability and right to receive refunds under such contracts, or which would adversely affect the rights of any of the Deal Agent, the Liquidity Agent, the Secured Party, the Noteholder, any Liquidity Provider, the Credit Support Provider or the Company. (k) The Seller agrees, for the benefit of the Deal Agent, to take all reasonable measures to enforce any right to a refund due to it under any Extended Service Agreement related to the Purchased Receivables.

Protection of Right Title and Interest. (a) The Servicer Seller shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all execute and file such financing statements and cause to be executed and filed such continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, required documentation all in such manner and in such places as may be required by law fully to preserve preserve, maintain and protect such right, title the ownership interest of the Purchaser in the Purchased Receivables and interestin the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Trustee filePurchaser and the Deal Agent filed-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will Seller 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 by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402 of the UCC, unless it shall have given the Purchaser, the Documentation Agent and the Deal Agent at least thirty days' prior written notice thereof and shall have filed appropriate amendments to all previously filed financing statements or continuation statements prior to such changes. (c) The Seller shall give the Trustee prompt Purchaser, the Deal Agent and the Documentation Agent at least thirty days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whetherif, 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 file any such financing statements or amendments as may be necessary amendment prior to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assetsany such relocation. The Servicer will Seller shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (cd) The Servicer will deliver Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Contracts to the Trustee upon Purchaser, the execution hereto Seller's master computer records (including any back-up archives) that refer to a Purchased Receivable shall indicate clearly the interest of the Purchaser in such Purchased Receivable and delivery that such Purchased Receivable is owned by the Purchaser. Indication of each amendment the Purchaser's ownership of Articles Ia Purchased Receivable shall be deleted from or modified on the Seller's computer systems when, IIand only when, III the Purchased Receivable shall have been paid in full or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to the Trusteerepurchased. (de) If at any time the Servicer is no longer Stone ContainerSeller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive installment sale contracts to any prospective purchaser, lender, or other transferee, the Transferor Seller shall deliver give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Purchased Receivable, the same shall indicate clearly that such Purchased Receivable has been sold to and is owned by the Purchaser. (f) Upon the written request of the Deal Agent, upon written request from the Secured Parties, the Seller shall cause the following notation to be stamped on the face of the retail installments sales contract evidencing such Contract: AUTO LENDERS ACCEPTANCE CORPORATION HAS SOLD AND ASSIGNED ALL RIGHT, TITLE AND INTEREST IN THIS CONTRACT TO FIFS ACQUISITION FUNDING COMPANY, L.L.C., WHICH HAS GRANTED A SECURITY INTEREST IN THIS CONTRACT TO FIRST UNION CAPITAL MARKETS, A DIVISION OF WHEAT FIRST SECURITIES INC., AS DEAL AGENT FOR CERTAIN SECURED PARTIES." (g) Upon the written request of the Deal Agent, upon written request from the Secured Parties, the Seller shall give written notice by regular mail, addressed to the Successor Servicer powers-of-attorney Obligor under such Contract, in form acceptable to the Purchaser, to the effect that such Successor Purchased Receivable has been sold and assigned to the Purchaser. (h) The Seller shall permit the Purchaser and its agents and the Deal Agent and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Purchased Receivable. (i) The Seller shall, or shall cause the Servicer may perform to, provide a list to the obligations set forth in Sections 13.2(a)Deal Agent of all outstanding Purchased Receivables, 13.2(bsuch list to be delivered to the Deal Agent, as of the end of each month, on the fifteenth Business Day after the end of each such month, beginning with October, 1998. Upon request, the Seller shall furnish to the Purchaser and the Deal Agent, within five Business Days, a list of all Purchased Receivables (by contract number and name of Obligor) previously sold to the Purchaser pursuant to this Agreement. (j) The Seller will not amend, and 13.2(c)shall not permit any amendment to any extended service agreement relating to the Financed Vehicles related to the Purchased Receivables which would adversely affect its ability and right to receive refunds under such contracts, or which would adversely affect the rights of any of the Deal Agent, the Liquidity Agent, the Secured Parties, or the Purchaser. (k) The Seller agrees, for the benefit of the Deal Agent, to take all reasonable measures to enforce any right to a refund due to it under any extended service agreement related to the Purchased Receivables.

Protection of Right Title and Interest. (a) The Servicer Seller shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all execute and file such financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets cause to be promptly recorded, registered executed and filed, and at all times to be kept recorded, registered and filedfiled such continuation statements, all in such manner and in such places as may be required by law fully to preserve preserve, maintain and protect such right, title the interest of the Purchaser in the Receivables and interestthe proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Trustee Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will give Seller shall notify the Trustee prompt written notice Purchaser 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 9-402(7) of the UCC, and shall promptly execute and file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall notify the Purchaser of any relocation of its principal executive office or any office from at which it services Receivables or the Seller keeps records concerning the Receivables or of its principal place of business or chief executive office and whetherwithin 90 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 execute and file any such financing statements statement or amendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assetsamendment. The Servicer will Seller shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (cd) The Servicer will deliver Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Trustee upon Purchaser, the execution hereto Seller's master computer records that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and delivery of each amendment of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to that such Receivable is owned by the TrusteePurchaser. (de) The Seller covenants and agrees that it will not convey, assign, exchange or otherwise transfer the Receivables to any Person prior to the termination of this Agreement. If at any time the Servicer is no longer Stone ContainerSeller 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 Transferor Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs 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 Purchaser. (f) The Seller shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit and make copies of and abstracts from the Seller's records regarding any Receivable. (g) The Purchaser, the Seller or the Trustee, as the case may be, shall inform the other parties promptly, in writing, upon discovery of any breach of the Seller's representations and warranties pursuant to this Section which materially and adversely affects the interests of the Certificateholders on any Receivable. (h) The Seller agrees to deliver in kind upon receipt to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform under the obligations set forth [Pooling and Servicing Agreement] [Sale and Servicing Agreement] (if other than the Seller) all payments received by the Seller in Sections 13.2(a)respect of the Receivables as soon as practicable after receipt thereof by the Seller. (i) The Seller shall take no action, 13.2(b) nor omit to take any action, which would impair the rights of the Purchaser in any Receivable, nor shall it, except as otherwise provided in this Agreement or the [Pooling and 13.2(c)Servicing Agreement] [Sale and Servicing Agreement], reschedule, revise or defer payments due on any Receivable.

Protection of Right Title and Interest. (a) The Servicer Epic shall deliver (or cause this Agreement, any Supplement, all amendments hereto or thereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to be delivered) to the Trust Assets to be promptly recorded, registered Borrower and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect such right, title and interest. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with In the Servicer in connection with event that Epic fails to perform its obligations under this subsection, the obligations set forth above Borrower or the Trustee may do so, on Epic's behalf, at the expense of Epic. Epic hereby grants the Borrower and will execute any and all documents reasonably required the Trustee a power of attorney to fulfill effectuate the intent provisions of this Section 13.2(a)the preceding sentence. (b) The Servicer will Epic shall not change its name identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by Epic in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Borrower and the Trustee at least five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed UCC financing statements or continuation statements. (c) Epic shall give the Borrower and the Trustee prompt at least 60 days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed UCC financing or continuation statement or of any new UCC financing statement and shall promptly file any such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assetsamendment. The Servicer will Epic shall at all times maintain each office from which it services Receivables shall service the Loans and its principal executive office office, within the United States of America. Epic shall pay all filing fees or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 9.8(c). (cd) The Servicer will Epic shall deliver to the Borrower and the Trustee upon promptly after the execution hereto and delivery of each amendment of Articles Ihereto, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel either (which may i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Borrower and the Trustee in the Trust Estate have been filed, or (ii) stating that, in the opinion of such counsel, no such action shall be in-house counsel), reasonably acceptable necessary to the Trusteepreserve and protect such interest. (d) If at any time the Servicer is no longer Stone Container, the Transferor shall deliver to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c).

Protection of Right Title and Interest. (a) The Servicer AutoBond shall deliver (or cause this Agreement, any Supplement, all amendments hereto or thereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be promptly recorded, registered delivered) to AutoBond Funding and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect such right, title and interest. The Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with In the Servicer in connection with event that AutoBond fails to perform its obligations under this subsection, AutoBond Funding or the obligations set forth above Trustee may do so, on AutoBond's behalf, at the expense of AutoBond. AutoBond hereby grants AutoBond Funding and will execute any and all documents reasonably required the Trustee a power of attorney to fulfill effectuate the intent provisions of this Section 13.2(a)the preceding sentence. (b) The Servicer will give AutoBond shall not change its name identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by AutoBond in accordance with paragraph (a) above seriously misleading within the meaning of 'SS' 9-402(7) of the UCC, unless it shall have given AutoBond Funding and the Trustee prompt at least five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed UCC financing statements or continuation statements. (c) AutoBond shall give AutoBond Funding and the Trustee at least 60 days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed UCC financing or continuation statement or of any new UCC financing statement and shall promptly file any such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assetsamendment. The Servicer will AutoBond shall at all times maintain each office from which it services Receivables shall service the Auto Loans and its principal executive office office, within the United States of America. AutoBond shall pay all filing fees or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 6(e)(iii). (cd) The Servicer will AutoBond shall deliver to AutoBond Funding and the Trustee upon promptly after the execution hereto and delivery of each amendment of Articles Ihereto, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel either (which may i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of AutoBond Funding and the Trustee in the Trust Property have been filed, or (ii) stating that, in the opinion of such counsel, no such action shall be in-house counsel), reasonably acceptable necessary to the Trusteepreserve and protect such interest. (d) If at any time the Servicer is no longer Stone Container, the Transferor shall deliver to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c).

Protection of Right Title and Interest. (a) The Servicer Seller shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders Purchaser in and to the Receivables and the Trustee other Purchased Assets transferred by it to the Trust Assets Purchaser hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect such the right, title and interestinterest and perfected ownership and first priority security interest of the Purchaser in and to such property. The Servicer Seller shall deliver to the Trustee Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. In addition to the foregoing, the Seller agrees that following the occurrence of a Purchase Termination Date, at the request of the Purchaser or the Controlling Party, it shall cause notices of the transfer of the Receivables and Related Security pursuant to this Agreement to be sent to the relevant Obligors. The Transferor Purchaser shall cooperate fully with the Servicer Seller in connection with the obligations set forth above and and, at the expense of the Seller, will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) Section. The Servicer will give Seller shall not take any action which would impair or omit to take any action necessary to avoid impairment of the rights of the Purchaser or the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning in the Receivables or of its principal place of business or chief executive office and whether, 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 file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Purchased Assets. The Servicer will at all times maintain each office from which , nor shall it services Receivables and its principal executive office within the United States of America. (c) The Servicer will deliver take any action to cause a Receivable to be evidenced by a promissory note or other instrument unless actual possession thereof has been transferred to the Trustee upon the execution hereto and delivery of each amendment of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to the TrusteeCustodian. (d) If at any time the Servicer is no longer Stone Container, the Transferor shall deliver to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c).

Protection of Right Title and Interest. (a) The Servicer Seller shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all execute and file such financing statements and cause to be executed and filed such continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, required documentation all in such manner and in such places as may be required by law fully to preserve preserve, maintain and protect such right, title the ownership interest of FIARC in the Receivables and interestin the proceeds thereof. The Servicer Seller shall deliver (or cause to the Trustee be delivered) to FIARC and MBIA file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will Seller 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 by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402 of the UCC, unless it shall have given FIARC, the Collateral Agent and MBIA at least sixty days' prior written notice thereof and shall have filed appropriate amendments to all previously filed financing statements or continuation statements prior to such changes. (c) The Seller shall give FIARC, MBIA and the Trustee prompt Collateral Agent at least sixty days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whetherif, 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 file any such financing statements or amendments as may be necessary amendment prior to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assetsany such relocation. The Servicer will Seller shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (cd) The Servicer will deliver Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to FIARC, the Trustee upon Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the execution hereto interest of FIARC in such Receivable and delivery that such Receivable is owned by FIARC. Indication of each amendment FIARC's ownership of Articles Ia Receivable shall be deleted from or modified on the Seller's computer systems when, IIand only when, III the Receivable shall have been paid in full or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to the Trusteerepurchased. (de) If at any time the Servicer is no longer Stone ContainerSeller 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 Transferor Seller shall deliver give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, the same shall indicate clearly that such Receivable has been sold to and is owned by FIARC. (f) Upon the written request of the Collateral Agent, upon written request from the Secured Parties, the Seller shall cause the following notation to be stamped on the face of the retail installment sales contract evidencing such Receivable: "FIRST INVESTORS FINANCIAL SERVICES, INC. HAS SOLD AND ASSIGNED ALL RIGHT, TITLE AND INTEREST IN THIS CONTRACT TO FIRST INVESTORS AUTO RECEIVABLES CORPORATION, WHICH HAS GRANTED A SECURITY INTEREST IN THIS CONTRACT TO TEXAS COMMERCE BANK NATIONAL ASSOCIATION AS COLLATERAL AGENT FOR CERTAIN SECURED PARTIES." (g) Within sixty days after the Effective Time with respect to each Receivable, the Seller shall give written notice by regular mail, addressed to the Successor Servicer powers-of-attorney Obligor under such Receivable, in form acceptable to FIARC, to the effect that such Successor Servicer may perform Receivable has been sold and assigned to FIARC. (h) The Seller shall permit FIARC and its agents and MBIA and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the obligations set forth in Sections 13.2(a)Seller's records regarding any Receivable. (i) Upon request, 13.2(bthe Seller shall furnish to FIARC and MBIA, within five Business Days, a list of all Receivables (by contract number and name of Obligor) previously sold to FIARC pursuant to this Agreement. (j) The Seller will not amend, and 13.2(c)shall not permit any amendment to any Extended Service Agreement relating to the Financed Vehicles which would adversely affect its ability and right to receive refunds under such contracts, or which would adversely affect the rights of MBIA. (k) The Seller agrees, for the benefit of MBIA, to take all reasonable measures to enforce any right to a refund due to it under any Extended Service Agreement.

Protection of Right Title and Interest. (a) The Servicer Each Seller shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all authorize and file such financing statements and cause to be authorized and filed such continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, required documentation all in such manner and in such places as may be required by law fully to preserve preserve, maintain and protect such right, title the ownership interest of the Purchaser in the Property and interestin the proceeds thereof. The Servicer Each Seller shall deliver (or cause to be delivered) to the Trustee filePurchaser, the Collateral Agent and the Deal Agent filed-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will No Seller 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 such Seller in accordance with PARAGRAPH (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Purchaser, the Collateral Agent and the Deal Agent at least thirty (30) days' prior written notice thereof and shall have filed appropriate amendments to all previously filed financing statements or continuation statements prior to such changes. No Seller shall cease to be a "registered organization" within the meaning of Article 9 of the UCC as adopted in each relevant jurisdiction. (c) Each Seller shall give the Trustee prompt Purchaser, the Collateral Agent and the Deal Agent at least thirty (30) days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office and whetherif, 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 file any such financing statements or amendments as may be necessary amendment prior to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assetsany such relocation. The Servicer will Each Seller shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (cd) The Servicer No Seller will deliver amend, and no Seller shall permit any amendment to any Securitization Facility Documents relating to the Trustee upon Property which would adversely affect its respective ability and right to receive refunds with respect thereto, or which would adversely affect the execution hereto and delivery rights of each amendment any of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to the Trustee. (d) If at any time the Servicer is no longer Stone ContainerPurchaser, the Transferor shall deliver to Deal Agent, the Successor Servicer powers-of-attorney such that such Successor Servicer may perform Collateral Agent, the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c)Liquidity Agent or the Secured Parties.

Protection of Right Title and Interest. (a) The Servicer Sellers shall cause this Agreementtake such actions as are required by law to preserve, any Supplementmaintain, all amendments hereto or thereto and/or all financing statements and continuation statements and any other necessary documents covering protect fully the right, title and interest of the Certificateholders Purchaser in the Sold Assets and in the proceeds thereof. Each of the Sellers shall, at its sole cost and expense, promptly and duly execute and deliver any and all further instruments and documents and take such further actions that may be necessary or desirable or that the Purchaser may request to carry out more effectively the provisions and purposes of this Agreement or any other Transaction Document or to obtain the full benefits of this Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the sale to or for the benefit of the Purchaser of any Sold Assets, (ii) perfecting, protecting, preserving, continuing and maintaining fully the purchase by, and the assignments, security interests and other Liens granted or purported to be granted to, the Purchaser under this Agreement (including the filing any financing or continuation statements under the UCC with respect to the ownership interests or Liens granted hereunder or under any other Transaction Document) and (iii) enabling the Purchaser, the Issuer or the Indenture Trustee to exercise or enforce its rights under this Agreement or any of the Trust Assets other Transaction Documents. Each of the Sellers hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in file any such manner and in such places as may be required by law fully to preserve and protect such right, title and interest. The Servicer shall deliver financing or continuation statements without the signature of the Sellers to the Trustee file-stamped copies ofextent permitted by applicable law. A carbon, photographic or filing receipts for, other reproduction of this Agreement or of any document recorded, registered notice or filed financing statement covering the Sold Assets shall be sufficient as provided above, as soon as available following such recording, registration a notice or filingfinancing statement where permitted by law. The Transferor shall cooperate fully with the Servicer If any amount payable under or in connection with any of the obligations set forth above Sold Assets is or shall become evidenced by any instrument, such instrument, other than checks and will execute notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Purchaser immediately upon the Sellers' receipt thereof and promptly delivered to or at the direction of the Purchaser. If either of the Sellers fail to perform any and all documents reasonably required to fulfill the intent of agreement or obligation under this Section 13.2(a5.1(a), the Purchaser, the Issuer or the Indenture Trustee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Purchaser, the Issuer or the Indenture Trustee incurred in connection therewith shall be payable by such Seller upon demand of the Purchaser. (b) The Servicer will Sellers shall not change their respective names, identities, or corporate structures in any manner that would, could, or might make any financing statement or continuation statement filed by the Sellers, in accordance with Section 5.1(a) seriously misleading within the meaning of ss. 9- 402(7) of the New York Uniform Commercial Code, unless such Seller shall have given the Purchaser at least 30 days' prior written notice thereof and shall have promptly, but in no event later than 10 days after such change, filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Sellers shall give the Purchaser, the Issuer and the Indenture Trustee prompt at least 30 days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its their principal place of business or chief executive office and whetheroffices if, as a result of such relocation, the applicable provisions of the UCC Uniform Commercial Code would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly, but in no event later than 10 days after such relocation, file any such amendment or new financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assets. The Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) The Servicer will deliver to the Trustee upon the execution hereto and delivery of each amendment of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to the Trusteestatement. (d) If The Sellers shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer is no longer Stone ContainerSellers' records regarding the Sold Assets. (e) On the Closing Date, the Transferor Sellers shall deliver furnish to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a)Purchaser, 13.2(b) a list of all Sold Leases and 13.2(cSold Vehicles (by vehicle registration number and account number).

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) The Servicer Seller shall cause this Agreementfile, any Supplementat its own expense, all amendments hereto or thereto and/or all such additional financing statements and cause to be filed such continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law Applicable Law fully to preserve preserve, maintain, and protect such rightthe first priority perfected security interest of the Purchaser in the Receivables and in the proceeds thereof, title and interestto the extent that the Purchaser has not done so pursuant to the authority granted to it pursuant to Section 2.05(c). The Servicer Seller shall deliver (or cause to be delivered) to the Trustee Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided abovein this clause (a), as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will give Seller 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 by the Trustee prompt Seller in accordance with Section 2.05 or clause (a) above seriously misleading within the meaning of Section 9-506(b) of the UCC, unless the Seller shall have given the Purchaser at least five (5) days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office thereof and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statement or of statements. The Seller hereby authorizes the Purchaser to file any new financing statement and shall file such financing continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may be determine, in its sole discretion, are necessary to perfect or to continue advisable in connection with the perfection of the Trustee's security ownership interest in granted to the Receivables and the other Trust Assets. The Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of AmericaPurchaser herein. (c) The Servicer will deliver to Seller shall give the Trustee upon the execution hereto and delivery Purchaser at least ninety (90) days' prior written notice of each amendment (i) any relocation of Articles I, II, III or IV hereof other than amendments pursuant to its location specified in Section 13.1(a) an Opinion of Counsel (which may be in-house counsel3.01(a)(xiv), reasonably acceptable to or (ii) any change in its jurisdiction of organization, including the Trusteejurisdiction in which the Seller maintains its main office under its national banking association charter. (d) If at any time the Servicer Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan or installment sale contracts to any prospective purchaser, lender, or other transferee, all of the computer diskettes, tapes, records, or print-outs (including any restored from back-up archives) that are delivered to such prospective purchaser, lender or transferee, and that refer in any manner whatsoever to any Receivable that has been sold to the Purchaser, shall indicate that such Receivable has been conveyed to and is no longer Stone Containerowned by the Purchaser. (e) The Seller shall provide the Purchaser with a schedule listing the loans, contracts or other property at least two Business Days prior to the addition by the Seller or any affiliate of the Seller of such loans, contracts or other property to the Barclays Facility, which such schedule shall contain a list and description of such loans, contracts or other property in sufficient detail to permit the Purchaser to determine that such loans, contracts or other property are not Conveyed Assets. (f) The Seller shall obtain from the Federal Reserve Bank of Cleveland on or prior to each Transfer Date a consent to sale and release of its security interest in the Receivables being sold on each Transfer Date. (g) Except as provided herein, the Transferor Seller will not sell, pledge, assign or transfer any Conveyed Asset to any Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and the Seller shall deliver defend the right, title, and interest of the Purchaser in, to and under such Conveyed Assets against all claims of third parties claiming through or under the Seller. (h) Immediately following a Transfer Date, the Purchaser, or its designee, shall have a right to access the location of the Receivable Files set forth on Exhibit C hereto for the purpose of (x) stamping each Receivable File to reflect the purchase of the related retail loan or installment sale contract by the Purchaser on such Transfer Date and its transfer to its permitted assigns and (y) for the purpose of reviewing the Receivable Files to determine the completeness of the Receivables File. The Purchaser shall complete the process of stamping and reviewing the Receivable Files as soon as reasonably practicable and shall pay its own or third party expenses associated with such activities. The Servicer shall take no action to remove, alter or obliterate the stamp placed on the contract to show the ownership of the Receivable by the Purchaser unless such Receivable has been released pursuant to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c)terms of this Agreement.

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) The Servicer Seller shall cause this Agreementfile, any Supplementat its own expense, all amendments hereto or thereto and/or all such additional financing statements and cause to be filed such continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law Applicable Law fully to preserve preserve, maintain, and protect such rightthe first priority perfected security interest of the Purchaser in the Receivables and in the proceeds thereof, title and interestto the extent that the Purchaser has not done so pursuant to the authority granted to it pursuant to Section 2.05(c). The Servicer Seller shall deliver (or cause to be delivered) to the Trustee Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided abovein this clause (a), as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will give Seller 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 by the Trustee prompt Seller in accordance with Section 2.05 or clause (a) above seriously misleading within the meaning of Section 9-506(b) of the UCC, unless the Seller shall have given the Purchaser at least five (5) days' prior written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office thereof and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statement or of statements. The Seller hereby authorizes the Purchaser to file any new financing statement and shall file such financing continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may be determine, in its sole discretion, are necessary to perfect or to continue advisable in connection with the perfection of the Trustee's security ownership interest in granted to the Receivables and the other Trust Assets. The Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of AmericaPurchaser herein. (c) The Servicer will deliver to Seller shall give the Trustee upon the execution hereto and delivery Purchaser at least ninety (90) days' prior written notice of each amendment (i) any relocation of Articles I, II, III or IV hereof other than amendments pursuant to its location specified in Section 13.1(a) an Opinion of Counsel (which may be in-house counsel3.01(a)(xiv), reasonably acceptable to or (ii) any change in its jurisdiction of organization, including the Trusteejurisdiction in which the Seller maintains its main office under its national banking association charter. (d) If at any time the Servicer Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan or installment sale contracts to any prospective purchaser, lender, or other transferee, all of the computer diskettes, tapes, records, or print-outs (including any restored from back-up archives) that are delivered to such prospective purchaser, lender or transferee, and that refer in any manner whatsoever to any Receivable, shall indicate that such Receivable has been conveyed to and is no longer Stone Containerowned by the Purchaser. (e) The Seller shall provide the Purchaser with a schedule listing the loans, installment sale contracts or other property at least two Business Days prior to the addition by the Seller or any affiliate of the Seller of such loans, installment sale contracts or other property to the Barclays Facility, which such schedule shall contain a list and description of such loans, installment sale contracts or other property in sufficient detail to permit the Purchaser to determine that such loans, installment sale contracts or other property are not Conveyed Assets. (f) The Seller shall obtain from the Federal Reserve Bank of Cleveland a consent to sale and release of security interest in the Receivables. (g) Except as provided herein, the Transferor Seller will not sell, pledge, assign or transfer any Conveyed Asset to any Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and the Seller shall deliver defend the right, title, and interest of the Purchaser in, to and under such Conveyed Assets against all claims of third parties claiming through or under the Seller. (h) Immediately following the Closing Date, the Purchaser, or its designee, shall have a right to access the location of the Receivable Files set forth on Exhibit C hereto for the purpose of (x) stamping each Receivable File to reflect the purchase of such contract by the Purchaser and its permitted assigns and (y) for the purpose of reviewing the Receivable Files to determine the completeness of the Receivables File. The Purchaser shall complete the process of stamping and reviewing the Receivable Files as soon as reasonably practicable and shall pay its own or third party expenses associated with such activities. The Servicer shall take no action to remove, alter or obliterate the stamp placed on the contract to show the ownership of the Receivable by the Purchaser unless such Receivable has been released pursuant to the Successor Servicer powers-of-attorney such that such Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c)terms of this Agreement.

Protection of Right Title and Interest. (a) The Servicer Seller shall cause this Agreement, any Supplement, all amendments hereto or thereto and/or all execute and file such financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets cause to be promptly recorded, registered executed and filed, and at all times to be kept recorded, registered and filedfiled such continuation statements, all in such manner and in such places as may be required by law fully to preserve preserve, maintain, and protect such rightthe interest of the Purchaser under this Agreement in, title to and interestunder the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Trustee Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Servicer will Seller 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 by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506(b) of the Relevant UCC, unless it shall have given the Purchaser at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Trustee prompt Purchaser at least 60 days' prior written notice of any relocation of any its principal executive office from which it services Receivables or keeps records concerning the Receivables or of any change in its principal place jurisdiction of business or chief executive office and whetherorganization 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 new financing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assetsstatement. The Servicer will Seller shall at all times maintain each office from which it services Receivables and shall service Receivables, its principal executive office office, and its jurisdiction of organization within the United States of America. (cd) The Servicer will deliver Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the Trustee upon reader thereof to know at any time the execution hereto status of such Receivable, including payments and delivery recoveries made and payments owing (and the nature of each amendment of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counseleach), reasonably acceptable to the Trustee. (de) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser (or, upon sale of the Receivables to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable shall be deleted from or modified on the Seller's computer systems when, and only when, the Receivable shall have been paid in full or repurchased. (f) If at any time the Servicer is no longer Stone ContainerSeller shall propose to sell, grant a security interest in, or otherwise transfer any interest in any automobile or sports-utility vehicle receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Transferor Seller shall deliver give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Successor Servicer powers-of-attorney Purchaser, within ten Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such that such Successor Servicer may perform list to the obligations set forth in Sections 13.2(a), 13.2(b) and 13.2(c)Schedule of Receivables.