Common use of Protection of Title Clause in Contracts

Protection of Title. (a) The Originator shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Depositor in the Contracts and in the proceeds thereof. The Originator shall deliver (or cause to be delivered) to the Depositor file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator shall not change its name, identity, State of organization or structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator in accordance with Section 3.4(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 of the UCC, unless it shall have given the Depositor and the Insurer at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Originator shall give the Depositor and the Insurer at least 60 days’ prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Originator shall at all times maintain each office from which it shall service Contracts and its principal executive office, within the United States (other than Louisiana). (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (a) The Originator shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Depositor in the Contracts and in the proceeds thereof. The Originator shall deliver (or cause to be delivered) to the Depositor file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator shall not change its name, identity, State of organization or structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator in accordance with Section 3.4(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 of the UCC, unless it shall have given the Depositor [and the Insurer Insurer] at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Originator shall give the Depositor [and the Insurer Insurer] at least 60 days’ prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Originator shall at all times maintain each office from which it shall service Contracts and its principal executive office, within the United States (other than Louisiana). (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor [and the Insurer Insurer] and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor[, the Insurer Insurer] and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (ai) The Originator shall execute and file such financing statements statements, and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserveperfect and preserve the transfer, maintain assignment and protect conveyance hereunder to the interest SPV of the Depositor in the Contracts Transferred Fleet Receivables and Receivables Property and in the proceeds thereof. The Originator shall deliver (or cause to be delivered) to the Depositor file-SPV, 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. (bii) The Originator shall not change its name, identity, State of organization identity or limited liability company structure as a corporation in any manner that would, could or might make any financing statement or continuation statement or continuation statement filed by the Originator in accordance with Section 3.4(a) this Agreement seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 402(7) of the New York UCC, unless it shall have given SPV, the Depositor Issuer and the Insurer Indenture Trustee at least five days’ 30 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed file such financing statements or continuation statementsamendments as may be necessary to continue the perfection of the Issuer's interest in all Transferred Fleet Receivables and Receivables Property sold, transferred, conveyed and assigned hereunder. (ciii) The Originator shall give SPV, the Depositor Issuer and the Insurer Indenture Trustee at least 60 days’ 30 days prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentstatement. The Originator shall at all times maintain each office from which it shall service Contracts and its principal executive office, office within the United States (other than Louisiana)of America. (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (a) The Originator Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Depositor Issuer, the Noteholders and the Indenture Trustee in the Contracts and in the proceeds thereof. The Originator Servicer shall deliver (or cause to be delivered) to the Depositor Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator Neither the Originator, the Issuer nor the Servicer shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator in accordance with Section 3.4(a4.02(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 506 of the UCC, unless it shall have given the Depositor Issuer and the Insurer Indenture Trustee at least five 30 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Originator Originator, the Issuer and the Servicer shall give the Depositor and the Insurer Indenture Trustee at least 60 30 days’ ' prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office of the Originator, the Issuer or State of organization the Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and the Servicer shall promptly file or cause to be filed any such amendmentamendment or new financing statement. The Originator Servicer shall at all times maintain each office from which it shall service Contracts Contracts, and its principal executive office, within the United States (other than Louisiana)States. (d) The Originator Servicer shall maintain or cause to be maintained accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the related Contract Fileamounts from time to time deposited in or credited to the Collection Account in respect of each Contract. (e) The Originator Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of contribution hereunder sale under this Agreement of the Contracts to the DepositorContracts, the Originator’s Servicer's master computer records (including any back-up backup archives) that shall refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor Issuer and the Indenture Trustee in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Issuer and has been pledged to the Indenture Trustee. Indication of the Depositor’s Issuer's ownership of any and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Originator’s Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contractsubstituted for. (gf) If at any time The Servicer shall deliver to the Originator shall propose Issuer, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to sell, grant a security preserve and protect the interest inof the Issuer and the Indenture Trustee and reciting the details of each filing or referring to prior Opinions of Counsel in which such details are given, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archivesB) stating that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation opinion of such list counsel, no such action shall be necessary to the Schedule of Contractspreserve and protect such interest. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (a) The Originator shall authorize and file such financing statements and cause to be authorized and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Depositor Purchaser under this Agreement in the Contracts and in the proceeds thereofReceivables. The Originator shall deliver (or cause to be delivered) to the Depositor Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator shall not change its name, identity, State organizational structure or jurisdiction of organization or structure as a corporation in any manner that would, could or might would make any financing statement or continuation statement filed by the Originator in accordance with Section 3.4(aparagraph (a) above "seriously misleading misleading" within the meaning of Section Sections 9-506, Section 9-507 and Section or 9-508 of the UCC, unless it shall have given the Depositor and the Insurer Purchaser at least five days’ ' prior written notice thereof and and, to the extent necessary, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statementsstatements described in paragraph (a) above. (c) The Originator shall give the Depositor and the Insurer Purchaser at least 60 five days’ ' prior written notice of any relocation change of location of the Originator for purposes of Section 9-307 of the UCC of its principal executive office and shall have taken all action prior to making such change (or State of organization ifshall have made arrangements to take such action substantially simultaneously with such change, as a result of if it is not possible to take such relocation, action in advance) reasonably necessary or advisable in the applicable provisions opinion of the UCC would require the filing of any amendment of any Purchaser to amend all previously filed financing statements or continuation statement or of any new financing statement and shall promptly file any such amendment. The Originator shall at all times maintain each office from which it shall service Contracts and its principal executive office, within the United States statements described in paragraph (other than Louisiana)a) above. (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, in or otherwise transfer any interest in, automotive in motor vehicle receivables to any prospective sellerpurchaser, lender or other transferee, the Originator shall give to such prospective sellerpurchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up backup archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract FileReceivable, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File Receivable has been sold and is owned by the DepositorPurchaser (or any subsequent assignee of the Purchaser). (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (a) The Originator Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Depositor Issuer, the Noteholders and the Indenture Trustee in the Contracts and in the proceeds thereof. The Originator Servicer shall deliver (or cause to be delivered) to the Depositor Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator Neither the Originator, the Issuer nor the Servicer shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator in accordance with Section 3.4(a4.02(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 402(7) of the UCC, unless it shall have given the Depositor Issuer and the Insurer Indenture Trustee at least five 30 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Originator Originator, the Issuer and the Servicer shall give the Depositor and the Insurer Indenture Trustee at least 60 30 days’ ' prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office of the Originator, the Issuer or State of organization the Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and the Servicer shall promptly file or cause to be filed any such amendmentamendment or new financing statement. The Originator Servicer shall at all times maintain each office from which it shall service Contracts Contracts, and its principal executive office, within the United States (other than Louisiana)States. (d) The Originator Servicer shall maintain or cause to be maintained accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing 84 90 (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the related Contract Fileamounts from time to time deposited in or credited to the Collection Account in respect of each Contract. (e) The Originator Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of contribution hereunder sale under this Agreement of the Contracts to the DepositorContracts, the Originator’s Servicer's master computer records (including any back-up backup archives) that shall refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor Issuer and the Indenture Trustee in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Issuer and has been pledged to the Indenture Trustee. Indication of the Depositor’s Issuer's ownership of any and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Originator’s Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contractsubstituted for. (gf) If at any time The Servicer shall deliver to the Originator shall propose Issuer, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to sell, grant a security preserve and protect the interest inof the Issuer and the Indenture Trustee and reciting the details of each filing or referring to prior Opinions of Counsel in which such details are given, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archivesB) stating that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation opinion of such list counsel, no such action shall be necessary to the Schedule of Contractspreserve and protect such interest. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (a) The Originator Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Depositor Issuer, the Noteholders and the Indenture Trustee in the Contracts and in the proceeds thereof. The Originator Servicer shall deliver (or cause to be delivered) to the Depositor Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator Neither the Originator, the Issuer nor the Servicer shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator in accordance with Section 3.4(a4.02(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 402(7) of the UCC, unless it shall have given the Depositor Issuer and the Insurer Indenture Trustee at least five 30 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Originator Originator, the Issuer and the Servicer shall give the Depositor and the Insurer Indenture Trustee at least 60 30 days’ ' prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office of the Originator, the Issuer or State of organization the Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and the Servicer shall promptly file or cause to be filed any such amendmentamendment or new financing statement. The Originator Servicer shall at all times maintain each office from which it shall service Contracts and its principal executive office, within the United States (other than Louisiana). (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.times

Protection of Title. (a) The Originator MSNB shall execute and file such financing statements statements, and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain perfect and protect preserve the interest sale hereunder to the Purchaser of the Depositor in MSNB Receivables and the Contracts related Purchased Assets and in the proceeds thereofthereof and hereby authorizes the Purchaser to file financing statements and amendments thereto and continuation statements relative to all or any part thereof without the signature of MSNB where permitted by law. The Originator MSNB shall deliver to (or cause to be delivered) to the Depositor Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator Except in connection with the DNB Transactions (as defined below), MSNB shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator MSNB in accordance with Section 3.4(a5.1 or 5.3(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 402(7) of the UCC, unless it shall have given the Depositor and the Insurer Purchaser at least five days’ 60 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed file such financing statements or continuation statementsamendments as may be necessary to continue the perfection of the Purchaser's interest in all Purchased Assets sold hereunder. (c) The Originator MSNB hereby represents and warrants that its chief place of business and principal executive office, and the place where its principal records pertaining to the MSNB Receivables and the related Purchased Assets are kept, is located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and there are no other such locations. Except for any relocation resulting from the DNB Transactions, MSNB shall give the Depositor and the Insurer Purchaser at least 60 days’ days prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentstatement. The Originator MSNB shall at all times maintain each office from which it shall service Contracts services Receivables and its principal executive office, office within the United States (other than Louisiana)of America. (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (a) The Originator Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Depositor Purchaser in the Contracts Receivables and in the proceeds thereof. The Originator Servicer shall deliver (or cause to be delivered) to the Depositor Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator Servicer shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator in accordance with Section 3.4(aparagraph (a) above seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 9 402(7) of the UCC, unless it shall have given the Depositor Purchaser and the Insurer Backup Servicer at least five 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Originator Servicer shall give the Depositor Purchaser and the Insurer Backup Servicer at least 60 days’ ' prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization office, and if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and statement, the Servicer shall promptly file any such amendmentamendment or new financing statement. The Originator Servicer shall at all times maintain each office from which it shall service Contracts Receivables, and its principal executive office, within the United States (other than Louisiana)of America. (d) The Originator Servicer shall maintain accounts and records as to each Contract and the related Contract File Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, 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 related Contract Fileamounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Originator Servicer shall maintain its computer systems so that, from and after the time of contribution hereunder sale under this Agreement of the Contracts to the DepositorReceivables, the Originator’s Servicer's master computer records (including any back-up archivesbackup archives and Norwest systems) that refer to a Contract and the related Contract File Receivable shall indicate clearly (including by means of tagging) the interest of the Depositor Purchaser in such Contract and the related Contract File Receivable and that such Contract and the related Contract File Receivable is owned by the Depositor. (f) Purchaser. Indication of the Depositor’s ownership of any Contract Purchaser's interest in a Receivable shall be deleted from or modified on the Originator’s Servicer's computer systems when, and only when, the Contract related Receivable shall have been paid in full or repurchased (or when sold by the Depositor shall give notice that it has conveyed such ContractPurchaser). (gf) If at any time the Originator Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in, in automotive receivables to any prospective sellerpurchaser, lender or other transferee, the Originator Servicer shall give to such prospective sellerpurchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up backup archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract FileReceivable, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File Receivable has been sold and is owned by the DepositorPurchaser. (hg) The Originator Servicer shall permit the Depositor Purchaser and the Insurer Backup Servicer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s Servicer's records regarding any ContractReceivable. (ih) Upon the Purchaser's request, the Originator Servicer shall furnish to the DepositorPurchaser, the Insurer and the Trust within 20 five Business Days, a list of all Contracts Receivables (by contract number and name of Obligor) the documents relating to which are then owned by held on behalf of the DepositorPurchaser, together with a reconciliation of such list to the Schedule of ContractsReceivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the pool. (ji) In The Servicer shall deliver to the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one Purchaser: (1) Business Day from receiptpromptly after the execution and delivery of this Agreement and each amendment hereto, deposit an Opinion of Counsel stating that, in the opinion of such payments counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Purchaser in the Receivables, and reciting the details of such filings or proceeds referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the Servicer for deposit into first calendar year beginning more than three months after the Collection Account Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in accordance with the Sale opinion of such counsel, either (A) all financing statements and Servicing Agreementcontinuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Purchaser in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title. (a) The Originator Harco Leasing shall prepare and file such financing statements statements, and cause to be prepared and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain perfect and protect preserve the interest sale hereunder to NFC of the Depositor Sold Retail Lease Property, the Series 2004-A Portfolio Interest and the Series 2004-A Portfolio Certificate, and hereby authorizes NFC to file financing statements and amendments thereto and continuation statements relative to all or any part thereof; provided however that, except as otherwise provided in the Contracts and in Titling Trust Agreement, Harco Leasing shall not be obligated to transfer the proceeds thereoftitle to any Financed Vehicle. The Originator Harco Leasing shall deliver (or cause to be delivered) to the Depositor NFC file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator Harco Leasing shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator Harco Leasing in accordance with Section 3.4(a5.01 or 5.03(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 506 of the UCC, unless it shall have given the Depositor and the Insurer NFC at least five days’ 60 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed file such financing statements or continuation statementsamendments as may be necessary to continue the perfection of NFC’s interest in all Sold Retail Lease Property sold hereunder, the Series 2004-A Portfolio Interest and the Series 2004-A Portfolio Certificate. (c) The Originator Harco Leasing hereby represents and warrants that its jurisdiction of formation is the State of Delaware, and the place where its principal records pertaining to the Sold Retail Lease Property and the Series 2004-A Portfolio Interest are kept, is located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Harco Leasing shall give the Depositor and the Insurer NFC at least 60 days’ days prior written notice of any relocation for purposes change in its jurisdiction of Section 9-307 of the UCC of its principal executive office formation or State of organization if, as a result of place where such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentrecords are kept. The Originator Harco Leasing shall at all times maintain each office from which where it shall service Contracts keeps Retail Leases and its principal executive office, jurisdiction of formation within the United States (other than Louisiana)of America. (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (a1) The Originator Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain perfect and protect preserve the interest sale hereunder to Buyer of the Depositor in Sold Receivables, the Contracts Related Assets, the TRIP Portfolio Interest and the TRIP Portfolio Certificate and in the proceeds thereofthereof and hereby authorizes Buyer to file financing statements and amendments thereto and continuation statements relative to all or any part thereof without the signature of Seller where permitted by law. The Originator Seller shall deliver (or cause to be delivered) to the Depositor Buyer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b2) The Originator Seller shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator Seller in accordance with Section 3.4(a5.01 or 5.03(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 402(7) of the UCC, unless it shall have given the Depositor and the Insurer Buyer at least five days’ 60 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed file such financing statements or continuation statementsamendments as may be necessary to continue the perfection of Buyer's interest in all Sold Assets transferred hereunder, the TRIP Portfolio Interest and the TRIP Portfolio Certificate. (c3) The Originator Seller hereby represents and warrants that its chief place of business and principal executive office, and the place where its principal records pertaining to the Sold Receivables, the Related Assets and the TRIP Portfolio Interest are kept, is located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Seller shall give the Depositor and the Insurer Buyer at least 60 days’ days prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentstatement. The Originator Seller shall at all times maintain each office from which it shall service Contracts services Receivables and its principal executive office, office within the United States (other than Louisiana)of America. (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (a) The Originator DIC shall execute and file such financing statements statements, and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain perfect and protect preserve the interest sale hereunder to the Purchaser of the Depositor in DIC Receivables and the Contracts related Purchased Assets and in the proceeds thereofthereof and hereby authorizes the Purchaser to file financing statements and amendments thereto and continuation statements relative to all or any part thereof without the signature of DIC where permitted by law. The Originator DIC shall deliver to (or cause to be delivered) to the Depositor Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator DIC shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator DIC in accordance with Section 3.4(a5.1 or 5.3(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 402(7) of the UCC, unless it shall have given the Depositor and the Insurer Purchaser at least five days’ 60 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed file such financing statements or continuation statementsamendments as may be necessary to continue the perfection of the Purchaser's interest in all Purchased Assets sold hereunder. (c) The Originator DIC hereby represents and warrants that its chief place of business and principal executive office, and the place where its principal records pertaining to the Receivables and the related Purchased Assets are kept, is located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, Little Rock, AR 72201 and there are no other such locations. DIC shall give the Depositor and the Insurer Purchaser at least 60 days’ days prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentstatement. The Originator DIC shall at all times maintain each office from which it shall service Contracts services Receivables and its principal executive office, office within the United States (other than Louisiana)of America. (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (a) The Originator DNB shall execute and file such financing statements statements, and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain perfect and protect preserve the interest sale hereunder to the Purchaser of the Depositor in DNB Receivables and the Contracts related Purchased Assets and in the proceeds thereofthereof and hereby authorizes the Purchaser to file financing statements and amendments thereto and continuation statements relative to all or any part thereof without the signature of DNB where permitted by law. The Originator DNB shall deliver to (or cause to be delivered) to the Depositor Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator DNB shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator DNB in accordance with Section 3.4(a5.1 or 5.3(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 402(7) of the UCC, unless it shall have given the Depositor and the Insurer Purchaser at least five days’ 60 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed file such financing statements or continuation statementsamendments as may be necessary to continue the perfection of the Purchaser's interest in all Purchased Assets sold hereunder. (c) The Originator DNB hereby represents and warrants that its chief place of business and principal executive office, and the place where its principal records pertaining to the DNB Receivables and the related Purchased Assets are kept, is located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Drive, Gilbert, AZ 85233 and there are no other such locations. DNB shall give the Depositor and the Insurer Purchaser at least 60 days’ days prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentstatement. The Originator DNB shall at all times maintain each office from which it shall service Contracts services Receivables and its principal executive office, office within the United States (other than Louisiana)of America. (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.

Protection of Title. (a) The Originator Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Depositor Certificateholders and the Trustee in the Contracts and in the proceeds thereof. The Originator Servicer shall deliver (or cause to be delivered) to the Depositor Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator Neither the Seller, the Depositor nor the Servicer shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator in accordance with Section 3.4(a) SECTION 4.02 seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 402(7) of the UCC, unless it shall have given the Depositor and the Insurer Trustee at least five 30 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Originator shall give Seller, the Depositor and the Insurer Servicer shall give the Trustee at least 60 30 days’ ' prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization Premier Auto Finance, Inc., the Depositor and the Servicer (in the case of notice provided by the Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentamendment or new financing statement. The Originator Servicer shall at all times maintain each office from which it shall service Contracts Contracts, and its principal executive office, within the United States (other than Louisiana)States. (d) The Originator Servicer shall maintain or cause to be maintained accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the related Contract Fileamounts from time to time deposited in or credited to the Collection Account in respect of each Contract. (e) The Originator Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of contribution hereunder sale under this Agreement of the Contracts to the DepositorContracts, the Originator’s Servicer's master computer records (including any back-up backup archives) that shall refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Issuer. Indication of the Depositor’s Issuer's ownership of any a Contract shall be deleted from or modified on the Originator’s Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such have become a Defaulted Contract. (gf) If at any time the Originator Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables in motor vehicle retail installment sale contracts to any prospective sellerpurchaser, lender or other transferee, the Originator Servicer shall give or cause to be given to such prospective sellerpurchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract FileContract, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the DepositorIssuer. (hg) The Originator Servicer shall permit the Depositor Trustee and the Insurer and their respective agents its agents, at any time during normal business hours hours, to inspect, audit and make copies of and abstracts from the Originator’s Servicer's records regarding any Contract. (ih) Upon request, the Originator Servicer shall furnish to the DepositorTrustee, the Insurer and the Trust within 20 five Business Days, a list of all Contracts (by contract number and name then held as part of Obligor) then owned by the DepositorTrust Estate, together with a reconciliation of such list to the Schedule List of ContractsContracts and to each of the Monthly Reports furnished before such request indicating removal of Contracts from the Issuer. (ji) In The Servicer shall deliver to the event Trustee and each Rating Agency upon the Originator receives any collectionsexecution and delivery of this Agreement and promptly after the execution and delivery of each amendment hereto, it an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and reciting the details of each 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 promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit be necessary to preserve and protect such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreementinterest.

Protection of Title. (a) The Originator MFI shall execute and file such financing statements statements, and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain perfect and protect preserve the interest sale hereunder to the Purchaser of the Depositor in MFI Receivables and the Contracts related Purchased Assets and in the proceeds thereofthereof and hereby authorizes the Purchaser to file financing statements and amendments thereto and continuation statements relative to all or any part thereof without the signature of MFI where permitted by law. The Originator MFI shall deliver to (or cause to be delivered) to the Depositor Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Originator Except in connection with the DNB Transactions (as defined below), MFI shall not change its name, identity, State of organization identity or corporate structure as a corporation in any manner that would, could or might make any financing statement or continuation statement filed by the Originator MFI in accordance with Section 3.4(a5.1 or 5.3(a) seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508 402(7) of the UCC, unless it shall have given the Depositor and the Insurer Purchaser at least five days’ 60 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed file such financing statements or continuation statementsamendments as may be necessary to continue the perfection of the Purchaser's interest in all Purchased Assets sold hereunder. (c) The Originator MFI hereby represents and warrants that its chief place of business and principal executive office, and the place where its principal records pertaining to the Receivables and the related Purchased Assets are kept, is located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and there are no other such locations. Except for any relocation resulting from the DNB Transactions, MFI shall give the Depositor and the Insurer Purchaser at least 60 days’ days prior written notice of any relocation for purposes of Section 9-307 of the UCC of its principal executive office or State of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendmentstatement. The Originator MFI shall at all times maintain each office from which it shall service Contracts services Receivables and its principal executive office, office within the United States (other than Louisiana)of America. (d) The Originator shall maintain accounts and records as to each Contract and the related Contract File accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and the related Contract File. (e) The Originator shall maintain its computer systems so that, from and after the time of contribution hereunder of the Contracts to the Depositor, the Originator’s master computer records (including any back-up archives) that refer to a Contract and the related Contract File shall indicate clearly (including by means of tagging) the interest of the Depositor in such Contract and the related Contract File and that such Contract and the related Contract File is owned by the Depositor. (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or modified on the Originator’s computer systems when, and only when, the Contract shall have been paid in full or repurchased or when the Depositor shall give notice that it has conveyed such Contract. (g) If at any time the Originator shall propose to sell, grant a security interest in, or otherwise transfer any interest in, automotive receivables to any prospective seller, lender or other transferee, the Originator shall give to such prospective seller, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract or the related Contract File, shall indicate clearly (including by means of tagging) that such Contract and the related Contract File has been sold and is owned by the Depositor. (h) The Originator shall permit the Depositor and the Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Originator’s records regarding any Contract. (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust within 20 Business Days, a list of all Contracts (by contract number and name of Obligor) then owned by the Depositor, together with a reconciliation of such list to the Schedule of Contracts. (j) In the event the Originator receives any collections, it shall promptly upon receipt, but in no event later than one (1) Business Day from receipt, deposit such payments or proceeds with the Servicer for deposit into the Collection Account in accordance with the Sale and Servicing Agreement.