Common use of Protection of Title Clause in Contracts

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Property, including all filings required under the Securitization Act and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the pledge of the System Restoration Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Act, the Financing Order, the Issuance Advice Letter or the rights of Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Texas pursuant to the Financing Act, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the System Restoration Transition Property, including including, without limitation, all filings required under the Securitization Financing Act and the UCC relating to the transfer of the ownership of the rights and interests under interest in the Financing Order Transition Property by the Seller to the Issuer and or the pledge of the System Restoration Issuer’s interest in such Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or PUCT, the State of Texas or any of their respective agents, of any of their obligations or duties under the Securitization Financing Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerLetter, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case case, as may be reasonably necessary: necessary (ai) to protect the Issuer and the Bondholders Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or any covenant set forth in Article IV and (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Financing Act, the Financing Order, the Issuance Advice Letter or the rights of Bondholders Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee Issuer or the BondholdersSecured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings shall will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the Commonwealth of Kentucky pursuant to the Act, and cause to be executed (if applicable) and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the System Restoration Cost Recovery Property, including including, without limitation, all filings required under the Securitization Act and the UCC relating to the transfer of the ownership of the rights and interests under interest in the Financing Order Cost Recovery Property by the Seller to the Issuer and or the pledge of the System Restoration Issuer’s interest in the Cost Recovery Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission Commission, the Commonwealth of Kentucky or the State any of Texas their respective agents, of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such actionLetter. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Issuer and the Bondholders Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or any covenant set forth in Article IV and (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Act, the Financing Order, the Issuance Advice Letter or the rights of Bondholders Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee Issuer or the BondholdersSecured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings shall will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Ohio pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the interests ownership interest of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01 hereof, and the first priority security interest of the Indenture Trustee in the System Restoration Phase-In-Recovery Property, including including, without limitation, all filings required under the Securitization Act Law and the UCC relating to the transfer of the ownership of the rights and interests under interest in the Financing Order Phase-In-Recovery Property by the Seller to the Issuer and or the pledge of the System Restoration Issuer’s interest in the Phase-In-Recovery Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or Commission, the State of Texas Ohio or any of their respective agents, of any of their obligations or duties under the Securitization ActLaw, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerLetter, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to seek to protect the Issuer and the Bondholders Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or any covenant set forth in Article IV and (bii) so long as the Seller is also the Servicer, to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActLaw, the Financing Order, the Issuance Advice Letter or the rights of Bondholders Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee Issuer or the BondholdersSecured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings shall will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Storm Recovery Property, including all filings required under the Securitization Act and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the pledge of the System Restoration Storm Recovery Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Louisiana Commission or the State of Texas Louisiana of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, Issuer and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Storm Recovery Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Act, the Financing Order, the Issuance Advice Letter or the rights of Storm Recovery Bondholders by legislative enactment (including any action of the Louisiana Commission of a legislative character) or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Storm Recovery Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 4.08 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.074.08, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Energy Transition Property, including all filings required under the Securitization Act and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the pledge of the System Restoration Energy Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Louisiana Commission or the State of Texas Louisiana of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, Issuer and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Energy Transition Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Act, the Financing Order, the Issuance Advice Letter or the rights of Energy Transition Bondholders by legislative enactment (including any action of the Louisiana Commission of a legislative character) or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Energy Transition Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 4.08 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute make any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.074.08, it being understood that the Issuer shall have no obligation to execute or file any such instruments.

Protection of Title. The Seller shall execute and file such filings, and or cause to be executed and filed such filings, in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Transition Property, including all filings required under the Securitization Restructuring Act and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the pledge of the System Restoration Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission PUCT or the State of Texas of any of their obligations or duties under the Securitization Restructuring Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Transition Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Restructuring Act, the Financing Order, the Issuance Advice Letter or the rights of Transition Bondholders by legislative enactment enactment, regulatory action or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Transition Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Series A Storm-Recovery Property, including all filings (if any) required under the Securitization Act Statute and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order Series A Storm-Recovery Property by the Seller to the Issuer and the pledge of the System Restoration Series A Storm-Recovery Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel the performance by the Texas Commission or the State of Texas Florida of any of their material obligations or duties under the Securitization Act, Statute and the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerOrder, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to attempt to protect the Issuer and the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article IIIThree; or (b) so long as the Seller is also the Servicer, to attempt to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Act, Statute or the Financing Order, the Issuance Advice Letter or the rights of Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the IndentureExpense. The Seller’s 's obligations pursuant to this Section 4.07 4.08 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood and agreed that the Seller may be required to temporarily advance its own funds to satisfy its obligation obligations hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller Issuer pursuant to this Section 4.074.08, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the interests ownership interest of the Issuer and the Indenture Trustee in the System Restoration Transferred Transition Property, including including, without limitation, all filings required under the Securitization Act Law and the UCC relating to the transfer of the ownership of the rights and interests under interest in the Financing Order Transferred Transition Property by the Seller to the Issuer and or the pledge of the System Restoration Issuer’s interest in such Transferred Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or PUCT, the State of Texas or any of their respective agents, of any of their obligations or duties under the Securitization ActLaw, the any Financing Order or the any Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerLetter, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Issuer and the Bondholders Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or any covenant set forth in Article IV and (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActLaw, the Financing Order, the any Issuance Advice Letter or the rights of Bondholders Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee Issuer or the BondholdersSecured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings shall will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including filings with the DPUC pursuant to the Statute and Uniform Commercial Code continuation statements, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests ownership interest of the Note Issuer and the Indenture Trustee in the System Restoration Transition Property, including all filings required under the Securitization Act and the UCC Statute relating to the transfer of the ownership of interest in the rights and interests under the Financing Order Transition Property by the Seller to the Note Issuer and the pledge continued perfection of the System Restoration Property by the Issuer to the Indenture Trusteesuch ownership interest. The Seller shall deliver (or cause to be delivered) to the Note Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission DPUC or the State of Texas Connecticut of any of their obligations or duties under the Securitization Act, Statute or the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerOrder, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Issuer Note Issuer, the Noteholders, the Certificateholders, the Note Trustee, the Delaware Trustee, the Certificate Trustee, the Certificate Issuer, the State of Connecticut, the Finance Authority, the State Treasurer, agencies of the State of Connecticut and the Bondholders any of their respective affiliates, officials, officers, directors, employees, consultants, counsel and agents from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActStatute, the Financing Order, the Issuance any Advice Letter or the rights of Bondholders Noteholders by legislative enactment or constitutional amendment that would be materially adverse to the Note Issuer, the Indenture Note Trustee or the BondholdersNoteholders. If the Servicer performs its obligations under Section 5.02(d) of the Servicing Agreement in all respects, such performance shall be deemed to constitute performance of the Seller's obligations pursuant to the immediately preceding sentence. In such event, the Seller agrees to assist the Servicer as reasonably necessary to perform its obligations under Section 5.02(d) of the Servicing Agreement in all respects. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller payable from amounts on deposit in the Collection Account RRB Charge Collections as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms priorities set forth in Section 8.02(d) of the Note Indenture. The Seller’s 's obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(d) of the Note Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation obligations hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain and protect the interests ownership interest of the Note Issuer and the Indenture Trustee in the System Restoration Transferred Transition Property, including all filings required under the Securitization Act Law and the UCC relating to the transfer of the ownership of interest in the rights and interests under the Financing Order Transferred Transition Property by the Seller to the Note Issuer and or the pledge of the System Restoration Note Issuer's interest in such Transferred Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Note Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or PUCT, the State of Texas or any of their respective agents, of any of their obligations or duties under the Securitization ActLaw, the any Financing Order or the any Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerLetter, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Note Issuer and the Bondholders Holders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III and (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActLaw, the Financing Order, the any Issuance Advice Letter or the rights of Bondholders Transition Noteholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the BondholdersTransition Noteholder or which would otherwise cause an impairment of the rights of the Note Issuer or the Holders. The costs of any such actions or proceedings shall will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Transferred Securitization Property, including all filings required under the Securitization Act Michigan UCC and the Delaware UCC relating to the transfer of the ownership of the rights and interests under the Financing Order Transferred Securitization Property by the Seller to the Issuer and the pledge of the System Restoration Transferred Securitization Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Securitization Bondholders from claims, state State actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article IIISection 3.08; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Customer Choice Act, the Financing Order, the Issuance Advice Letter Order or the rights of Securitization Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Securitization Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account Securitization Charge Collections as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder)Expense. The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller Issuer pursuant to this Section 4.07Section, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Property, including all filings required under the Securitization Public Utility Regulatory Act and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the pledge of the System Restoration Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization Public Utility Regulatory Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization securitization provisions of the Public Utility Regulatory Act, the System Restoration Amendments, the Financing Order, the Issuance Advice Letter or the rights of Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Transition Property, including all filings required under the Securitization Act Texas Electric Choice Plan and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the pledge of the System Restoration Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization ActTexas Electric Choice Plan, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Transition Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActTexas Electric Choice Plan, the Financing Order, the Issuance Advice Letter or the rights of Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Transition Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Arkansas pursuant to the Securitization Act, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the System Restoration Storm Recovery Property, including including, without limitation, all filings required under the Securitization Act and the UCC relating to the transfer of the ownership of the rights and interests under interest in the Financing Order Storm Recovery Property by the Seller to the Issuer and or the pledge of the System Restoration Issuer’s interest in such Storm Recovery Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or APSC, the State of Texas Arkansas or any of their respective agents, of any of their obligations or duties under the Securitization Act, Act or the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerOrder, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Issuer and the Bondholders Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or any covenant set forth in Article IV and (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Act, the Financing Order, the Issuance Advice Letter or the rights of Bondholders Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee Issuer or the BondholdersSecured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings described in clause (ii) above shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the IndentureExpense. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood and agreed that the Seller may be required to temporarily advance its own funds to satisfy its obligation obligations hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller Issuer pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Storm Recovery Property, including all filings required under the Securitization Act and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the pledge of the System Restoration Storm Recovery Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Louisiana Commission or the State of Texas Louisiana of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, Issuer and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Storm Recovery Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Act, the Financing Order, the Issuance Advice Letter or the rights of Storm Recovery Bondholders by legislative enactment (including any action of the Louisiana Commission of a legislative character) or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Storm Recovery Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller of the Issuer and the Trust. (a) Prudential shall execute execute, file, record and file register such filings, financing statements and cause to be executed executed, filed, recorded and filed registered such filingscontinuation and other statements or documents, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer under this Agreement, and of the Trust and the Indenture Trustee under the Indenture and the Sales and Servicing Agreement, in the System Restoration Auto Loans and the Other Conveyed Property, including all filings required under and in the Securitization Act and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the pledge of the System Restoration Property by the Issuer to the Indenture Trusteeproceeds thereof. The Seller Prudential shall deliver (or cause to be delivered) to the Issuer Issuer, the Owner Trustee, the Insurer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration or filing. The Seller shall institute any action or proceeding reasonably necessary If Prudential fails to compel performance by the Texas Commission or the State of Texas of any of their perform its obligations or duties under the Securitization Actthis subsection, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Owner Trustee or the Indenture Trustee may do so, at the expense of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; orPrudential. (b) so long as the Seller is also the ServicerPrudential shall not change its name, to block identity or overturn corporate structure in any attempts to cause a repeal of, modification of or supplement to the Securitization Act, the Financing Order, the Issuance Advice Letter or the rights of Bondholders by legislative enactment or constitutional amendment manner that would be materially adverse to make any financing statement or continuation statement filed by Prudential (or by the Issuer, the Trust or the Indenture Trustee or the Bondholders. The costs on behalf of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the IndenturePrudential ) in accordance with Section 4.1(a) seriously misleading within the terms meaning of the Indentureapplicable provisions of the UCC or any title statute, unless Prudential shall have given the Issuer, the Owner Trustee, the Insurer and the Indenture Trustee at least 30 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Prudential shall give the Issuer, the Owner Trustee, the Insurer and the Indenture Trustee at least 30 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Seller’s obligations pursuant Prudential shall at all times maintain each office from which it services Auto Loans and its principal executive office within the United States of America. (d) If at any time Prudential proposes to this Section 4.07 sell, grant a security interest in, or otherwise transfer any interest in automotive receivables (other than the Auto Loans) to any prospective purchaser, lender or other transferee, Prudential shall survive give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Auto Loan, indicate clearly that such Auto Loan is owned by the Trust and continue notwithstanding that the payment of Operating Expenses pursuant pledged to the Indenture may be delayed Trustee (it being understood that unless such Auto Loan has been paid in full or purchased). (e) Promptly after taking the Seller may be required foregoing actions described in Sections 4.1(b) or (c), Prudential shall deliver to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent Indenture Trustee, the Insurer and attorney-in-fact to execute any filings the Owner Trustee an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all financing statements, statements and continuation statements or other instruments required have been executed and filed that are necessary to preserve and protect the interest of the Seller pursuant Indenture Trustee in the Auto Loans and the Other Conveyed Property, and reciting the details of such filings or referring to this Section 4.07prior Opinions of Counsel in which such details are given, it being understood that or (ii) stating that, in the Issuer shall have opinion of such counsel, no obligation such action is necessary to execute any preserve and protect such instrumentsinterest.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Storm Recovery Property, including all filings required under the Securitization Act and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the pledge of the System Restoration Storm Recovery Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Louisiana Commission or the State of Texas Louisiana of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, Issuer and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Storm Recovery Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Act, the Financing Order, the Issuance Advice Letter or the rights of Storm Recovery Bondholders by legislative enactment (including any action of the Louisiana Commission of a legislative character) or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Storm Recovery Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Transferred Transition Property, including all filings required under the Securitization Act Texas Electric Choice Plan and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the Issuer's ownership of the Transferred Transition Property and the pledge of the System Restoration Transferred Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization ActTexas Electric Choice Plan, the any Financing Order or the any Issuance Advice Letter relating with respect to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerTransferred Transition Property, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Transition Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActTexas Electric Choice Plan, the Financing Order, the any Issuance Advice Letter or the rights of Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Transition Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account collection account as an Operating Expense (as such terms are defined in the Indenture) operating expense in accordance with the terms of the Indenture. The Seller’s 's obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses operating expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07Section, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Delaware, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the System Restoration Uplift Property, including including, without limitation, all filings required under the Securitization Act and the UCC relating to the transfer of the ownership of the rights and interests under interest in the Financing Order Uplift Property by the Seller to the Issuer and or the pledge of the System Restoration Issuer's interest in the Uplift Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably Proceeding necessary to compel performance by the Texas Commission or Commission, the State of Texas or any of their respective agents, of any of their obligations or duties under the Securitization ActLaw, the Financing Debt Obligation Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerLetter, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedingsProceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Issuer and the Bondholders Secured Parties from claims, state actions or other actions or proceedings Proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or any covenant set forth in Article IV and (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActLaw, the Financing Debt Obligation Order, the Issuance Advice Letter or the rights of Bondholders Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee Issuer or the BondholdersSecured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings shall Proceedings will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.Seller.‌

Protection of Title. The Seller (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such filings, financing statements and cause to be executed and filed such filingscontinuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interests interest of the Issuer and the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent, the Demand Note Provider and the Note Insurer in its interest in the System Restoration Property, including all filings required under the Securitization Act Receivables and the UCC relating to other Trust Assets and in the transfer proceeds thereof. Each of the ownership of the rights and interests under the Financing Order by the Seller Transferor, as to the Issuer itself, and the pledge of the System Restoration Property by the Issuer Servicer, as to the Indenture Trustee. The Seller itself, shall deliver (or cause to be delivered) to the Issuer Trust Collateral Agent, the Owner Trustee, the Demand Note Provider and the Indenture Trustee Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or. (b) so long as Neither the Seller is also Transferor nor the ServicerServicer shall change its name, to block identity or overturn corporate structure in any attempts to cause a repeal ofmanner that would, modification could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of or supplement to ss. 9-507(c) of the Securitization ActUCC, unless it shall have given the Trust Collateral Agent, the Financing OrderOwner Trustee, the Issuance Advice Letter Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the rights opinion of Bondholders by legislative enactment such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or constitutional (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer, the Demand Note Provider and the other party at least thirty days' prior written notice of any change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that would are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be materially adverse necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of conveyance under this Agreement of the Receivables to the Issuer, the Indenture Servicer's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2006-B in such Receivable and that such Receivable is owned by the Issuer. Indication of the Issuer's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. (f) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Servicer shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or printouts (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee, the Demand Note Provider and the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee or to the Bondholders. Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The costs Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such actions counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or proceedings referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be reimbursed by necessary to preserve and protect such interest; and (2) within 90 days after the Issuer to beginning of each calendar year beginning with the Seller from amounts on deposit first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the Collection Account as an Operating Expense opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such terms are defined opinion) to be taken in the Indenturefollowing year to preserve and protect such interest. (j) in accordance with For the terms purpose of facilitating the Indenture. The Seller’s obligations pursuant to execution of this Section 4.07 shall survive Agreement and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture for other purposes, this Agreement may be delayed (it being understood that executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instrumentssame instrument.

Protection of Title. The Seller shall execute and file such filings, including filings with the DPUC pursuant to the Statute and Uniform Commercial Code continuation statements, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests ownership interest of the Note Issuer and the Indenture Trustee in the System Restoration Transition Property, including all filings required under the Securitization Act and the UCC Statute relating to the transfer of the ownership of interest in the rights and interests under the Financing Order Transition Property by the Seller to the Note Issuer and the pledge continued perfection of the System Restoration Property by the Issuer to the Indenture Trusteesuch ownership interest. The Seller shall deliver (or cause to be delivered) to the Note Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission DPUC or the State of Texas Connecticut of any of their obligations or duties under the Securitization Act, Statute or the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerOrder, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Issuer Note Issuer, the Noteholders, the Certificateholders, the Note Trustee, the Delaware Trustee, the Certificate Trustee, the Certificate Issuer, the State of Connecticut, the Finance Authority, the State Treasurer, agencies of the State of Connecticut and the Bondholders any of their respective affiliates, officials, officers, directors, employees, consultants, counsel and agents from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActStatute, the Financing Order, the Issuance any Advice Letter or the rights of Bondholders Noteholders by legislative enactment or constitutional amendment that would be materially adverse to the Note Issuer, the Indenture Note Trustee or the BondholdersNoteholders. If the Servicer performs its obligations under Section 5.02(d) of the Servicing Agreement in all respects, such performance shall be deemed to constitute performance of the Seller's obligations pursuant to the immediately preceding sentence. In such event, the Seller agrees to assist the Servicer as reasonably necessary to perform its obligations under Section 5.02(d) of the Servicing Agreement in all respects. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller payable from amounts on deposit in the Collection Account RRB Charge Collections as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms priorities set forth in Section 8.02(d) of the Note Indenture. The Seller’s 's obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.this

Protection of Title. The Seller (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such filings, financing statements and cause to be executed and filed such filingscontinuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interests interest of the Issuer and the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent and the Note Insurer in its interest in the System Restoration Property, including all filings required under the Securitization Act Receivables and the UCC relating to other Trust Assets and in the transfer proceeds thereof. Each of the ownership of the rights and interests under the Financing Order by the Seller Transferor, as to the Issuer itself, and the pledge of the System Restoration Property by the Issuer Servicer, as to the Indenture Trustee. The Seller itself, shall deliver (or cause to be delivered) to the Issuer Trust Collateral Agent, the Owner Trustee and the Indenture Trustee Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or. (b) so long as Neither the Seller is also Transferor nor the ServicerServicer shall change its name, to block identity or overturn corporate structure in any attempts to cause a repeal ofmanner that would, modification could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of or supplement to (section)9-507(C) of the Securitization ActUCC, unless it shall have given the Trust Collateral Agent, the Financing OrderOwner Trustee, the Issuance Advice Letter Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the rights opinion of Bondholders by legislative enactment such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or constitutional (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that would are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be materially adverse necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of conveyance under this Agreement of the Receivables to the Issuer, the Indenture Servicer's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2003-A in such Receivable and that such Receivable is owned by the Issuer. Indication of the Issuer's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. (f) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Servicer shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or printouts (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee or to the Bondholders. Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The costs Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such actions counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or proceedings referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be reimbursed by necessary to preserve and protect such interest; and (2) within 90 days after the Issuer to beginning of each calendar year beginning with the Seller from amounts on deposit first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the Collection Account as an Operating Expense opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such terms are defined opinion) to be taken in the Indenturefollowing year to preserve and protect such interest. (j) in accordance with For the terms purpose of facilitating the Indenture. The Seller’s obligations pursuant to execution of this Section 4.07 shall survive Agreement and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture for other purposes, this Agreement may be delayed (it being understood that executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instrumentssame instrument.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Transferred Bondable Transition Property, including all filings required under the Securitization Act and the New Jersey UCC relating to the transfer of the ownership of the rights and interests under the Financing Order Transferred Bondable Transition Property by the Seller to the Issuer and the pledge of the System Restoration Transferred Bondable Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel the performance by the Texas Commission BPU or the State of Texas New Jersey of any of their obligations or duties under the Securitization Act, Competition Act or the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerOrder, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Transition Bondholders from claims, state State actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Competition Act, the Financing Order, any Advice Letter, the Issuance Advice Letter Restructuring Order (to the extent it affects the rights of Transition Bondholders or the validity or value of the Bondable Transition Property) or the rights of Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Transition Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the IndentureExpense. The Seller’s 's obligations pursuant to this Section 4.07 4.08 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller Issuer pursuant to this Section 4.07Section, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such filings, financing statements and cause to be executed and filed such filingscontinuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interests interest of the Issuer and the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent, the Demand Note Provider and the Note Insurer in its interest in the System Restoration Property, including all filings required under the Securitization Act Receivables and the UCC relating to other Trust Assets and in the transfer proceeds thereof. Each of the ownership of the rights and interests under the Financing Order by the Seller Transferor, as to the Issuer itself, and the pledge of the System Restoration Property by the Issuer Servicer, as to the Indenture Trustee. The Seller itself, shall deliver (or cause to be delivered) to the Issuer Trust Collateral Agent, the Owner Trustee, the Demand Note Provider and the Indenture Trustee Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or. (b) so long as Neither the Seller is also Transferor nor the ServicerServicer shall change its name, to block identity or overturn corporate structure in any attempts to cause a repeal ofmanner that would, modification could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of or supplement to ss. 9-507(c) of the Securitization ActUCC, unless it shall have given the Trust Collateral Agent, the Financing OrderOwner Trustee, the Issuance Advice Letter Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the rights opinion of Bondholders by legislative enactment such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or constitutional (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer, the Demand Note Provider and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that would are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be materially adverse necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of conveyance under this Agreement of the Receivables to the Issuer, the Indenture Servicer's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2004-B in such Receivable and that such Receivable is owned by the Issuer. Indication of the Issuer's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. (f) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Servicer shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or printouts (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee, the Demand Note Provider and the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee or to the Bondholders. Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The costs Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such actions counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or proceedings referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be reimbursed by necessary to preserve and protect such interest; and (2) within 90 days after the Issuer to beginning of each calendar year beginning with the Seller from amounts on deposit first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the Collection Account as an Operating Expense opinion of such counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such terms are defined opinion) to be taken in the Indenturefollowing year to preserve and protect such interest. (j) in accordance with For the terms purpose of facilitating the Indenture. The Seller’s obligations pursuant to execution of this Section 4.07 shall survive Agreement and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture for other purposes, this Agreement may be delayed (it being understood that executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instrumentssame instrument.

Protection of Title. The Seller shall execute and file such filings, including filings with the Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain and protect the interests ownership interest of the Note Issuer and the Indenture Trustee in the System Restoration Transferred Transition Property, including all filings required under the Securitization Act and the UCC Law relating to the transfer of the ownership of interest or security interest in the rights and interests under the Financing Order Transferred Transition Property by the Seller to the Issuer and the pledge of the System Restoration Property by the Issuer to the Indenture TrusteeNote Issuer. The Seller shall deliver (or cause to be delivered) delivered to the Note Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission PUCT or the State of Texas of any of their obligations or duties under the Securitization ActLaw, the any Financing Order or the any Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerLetter, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) necessary to protect the Note Issuer and the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Act, the Financing Order, the Issuance Advice Letter or the rights of Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Bondholders. The costs of any such actions or proceedings shall will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instrumentsNote Issuer.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the System Restoration Transferred Transition Property, including including, without limitation, all filings required under the Securitization Act Law and the UCC relating to the transfer of the ownership of the rights and interests under interest in the Financing Order Transferred Transition Property by the Seller to the Issuer and or the pledge of the System Restoration Issuer's interest in such Transferred Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or PUCT, the State of Texas or any of their respective agents, of any of their obligations or duties under the Securitization ActLaw, the any Financing Order or the any Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerLetter, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Issuer and the Bondholders Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or any covenant set forth in Article IV and (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActLaw, the Financing Order, the any Issuance Advice Letter or the rights of Bondholders Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee Issuer or the BondholdersSecured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings shall will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, in such manner and in such places as may be required by law fully to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Transferred Transition Property, including all filings required under the Securitization Act Texas Electric Choice Plan and the UCC relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer and the pledge of the System Restoration Transferred Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization ActTexas Electric Choice Plan, the Financing Order or the Issuance Advice Letter relating to the transfer of the ownership of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Transition Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActTexas Electric Choice Plan, the Financing Order, the Issuance Advice Letter or the rights of Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Transition Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account collection account as an Operating Expense (as such terms are defined in the Indenture) operating expense in accordance with the terms of the Indenture. The Seller’s 's obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses operating expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07Section, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the System Restoration Transition Property, including including, without limitation, all filings required under the Securitization Act Law and the UCC relating to the transfer of the ownership of the rights and interests under interest in the Financing Order Transition Property by the Seller to the Issuer and or the pledge of the System Restoration Issuer’s interest in such Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or PUCT, the State of Texas or any of their respective agents, of any of their obligations or duties under the Securitization ActLaw, the Financing Order or the any Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerLetter, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Issuer and the Bondholders Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or any covenant set forth in Article IV and (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActLaw, the Financing Order, the any Issuance Advice Letter or the rights of Bondholders Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee Issuer or the BondholdersSecured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings shall will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such filings, financing statements and cause to be executed and filed such filingscontinuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interests interest of the Issuer and the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent and the Note Insurer in its interest in the System Restoration Property, including all filings required under the Securitization Act Receivables and the UCC relating to other Trust Assets and in the transfer proceeds thereof. Each of the ownership of the rights and interests under the Financing Order by the Seller Transferor, as to the Issuer itself, and the pledge of the System Restoration Property by the Issuer Servicer, as to the Indenture Trustee. The Seller itself, shall deliver (or cause to be delivered) to the Issuer Trust Collateral Agent, the Owner Trustee, the Demand Note Provider and the Indenture Trustee Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or. (b) so long as Neither the Seller is also Transferor nor the ServicerServicer shall change its name, to block identity or overturn corporate structure in any attempts to cause a repeal ofmanner that would, modification could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of or supplement to ss. 9-507(c) of the Securitization ActUCC, unless it shall have given the Trust Collateral Agent, the Financing OrderOwner Trustee, the Issuance Advice Letter Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the rights opinion of Bondholders by legislative enactment such counsel, all amendments to all previously filed financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or constitutional (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer, the Demand Note Provider and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that would are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be materially adverse necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of conveyance under this Agreement of the Receivables to the Issuer, the Indenture Servicer's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2003-C in such Receivable and that such Receivable is owned by the Issuer. Indication of the Issuer's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. (f) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Servicer shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or printouts (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee, the Demand Note Provider and the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee or to the Bondholders. Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The costs Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such actions counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or proceedings referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be reimbursed by necessary to preserve and protect such interest; and (2) within 90 days after the Issuer to beginning of each calendar year beginning with the Seller from amounts on deposit first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the Collection Account as an Operating Expense opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such terms are defined opinion) to be taken in the Indenturefollowing year to preserve and protect such interest. (j) in accordance with For the terms purpose of facilitating the Indenture. The Seller’s obligations pursuant to execution of this Section 4.07 shall survive Agreement and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture for other purposes, this Agreement may be delayed (it being understood that executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instrumentssame instrument.

Protection of Title. The Seller (a) Each of the Transferor, as to itself, and the Servicer, as to itself, shall execute and file such filings, financing statements and cause to be executed and filed such filingscontinuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interests interest of the Issuer and the Indenture Trustee on behalf of the Noteholders, the Trust Collateral Agent and the Note Insurer in its interest in the System Restoration Property, including all filings required under the Securitization Act Receivables and the UCC relating to other Trust Assets and in the transfer proceeds thereof. Each of the ownership of the rights and interests under the Financing Order by the Seller Transferor, as to the Issuer itself, and the pledge of the System Restoration Property by the Issuer Servicer, as to the Indenture Trustee. The Seller itself, shall deliver (or cause to be delivered) to the Issuer Trust Collateral Agent, the Owner Trustee and the Indenture Trustee Note Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or. (b) so long as Neither the Seller is also Transferor nor the ServicerServicer shall change its name, to block identity or overturn corporate structure in any attempts to cause a repeal ofmanner that would, modification could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of or supplement to (Section) 9-507(C) of the Securitization ActUCC, unless it shall have given the Trust Collateral Agent, the Financing OrderOwner Trustee, the Issuance Advice Letter Note Insurer and the other party at least thirty days' prior written notice thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (A) stating that, in the rights opinion of Bondholders by legislative enactment such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables and the other Trust Assets, and reciting the details of such filings or constitutional (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Transferor and the Servicer shall have an obligation to give the Trust Collateral Agent, the Owner Trustee, the Note Insurer and the other party at least thirty days' prior written notice of any relocation of its principal executive office or change in its state of incorporation if, as a result of such relocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that would are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be materially adverse necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of conveyance under this Agreement of the Receivables to the Issuer, the Indenture Servicer's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of Long Beach Acceptance Auto Receivables Trust 2002-A in such Receivable and that such Receivable is owned by the Issuer. Indication of the Issuer's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. (f) If at any time the Transferor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Servicer shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or printouts (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been conveyed to and is owned by the Issuer. (g) The Servicer shall, upon reasonable notice, permit the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee and the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Transferor, the Trust Collateral Agent, the Back-up Servicer, the Owner Trustee or to the Bondholders. Note Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The costs Servicer shall deliver to the Trust Collateral Agent, the Owner Trustee and the Note Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such actions counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or proceedings referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be reimbursed by necessary to preserve and protect such interest; and (2) within 90 days after the Issuer to beginning of each calendar year beginning with the Seller from amounts on deposit first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in the Collection Account as an Operating Expense opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such terms are defined opinion) to be taken in the Indenturefollowing year to preserve and protect such interest. (j) in accordance with For the terms purpose of facilitating the Indenture. The Seller’s obligations pursuant to execution of this Section 4.07 shall survive Agreement and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture for other purposes, this Agreement may be delayed (it being understood that executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instrumentssame instrument.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the System Restoration Transferred Transition Property, including including, without limitation, all filings required under the Securitization Act Law and the UCC relating to the transfer of the ownership of the rights and interests under interest in the Financing Order Transferred Transition Property by the Seller to the Issuer and or the pledge of the System Restoration Issuer-s interest in such Transferred Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or PUCT, the State of Texas or any of their respective agents, of any of their obligations or duties under the Securitization ActLaw, the any Financing Order or the any Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerLetter, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Issuer and the Bondholders Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or any covenant set forth in Article IV and (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActLaw, the Financing Order, the any Issuance Advice Letter or the rights of Bondholders Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee Issuer or the BondholdersSecured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings shall will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the System Restoration Transition Property, including including, without limitation, all filings required under the Securitization Act Law and the UCC relating to the transfer of the ownership of the rights and interests under interest in the Financing Order Transition Property by the Seller to the Issuer and or the pledge of the System Restoration Issuer's interest in such Transition Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or PUCT, the State of Texas or any of their respective agents, of any of their obligations or duties under the Securitization ActLaw, the Financing Order or the any Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the IssuerLetter, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: necessary (ai) to protect the Issuer and the Bondholders Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III; or III or any covenant set forth in Article IV and (bii) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization ActLaw, the Financing Order, the any Issuance Advice Letter or the rights of Bondholders Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee Issuer or the BondholdersSecured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings shall will be reimbursed payable by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interests of the Issuer and the Indenture Trustee in the System Restoration Transferred Securitization Property, including all filings required under the Securitization Act Michigan UCC and the Delaware UCC relating to the transfer of the ownership of the rights and interests under the Financing Order Transferred Securitization Property by the Seller to the Issuer and the pledge of the System Restoration Transferred Securitization Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Texas Commission or the State of Texas of any of their obligations or duties under the Securitization Act, the Financing Order or the Issuance Advice Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and shall notify the Indenture Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary: (a) to protect the Issuer and the Securitization Bondholders from claims, state State actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article IIISection 3.08; or (b) so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Customer Choice Act, the Financing Order, the Issuance Advice Letter Order or the rights of Securitization Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer, the Indenture Trustee or the Securitization Bondholders. The costs of any such actions or proceedings shall be reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account Securitization Charge Collections as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder)Expense. The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller Issuer pursuant to this Section 4.07Section, it being understood under stood that the Issuer shall have no obligation to execute any such instruments.