PERIOD WITH RESPECT TO EACH
OF THE FOREGOING INSPECTIONS PERFORMED BY THE COLLATERAL AGENT DURING SUCH
COLLECTION PERIOD, DELIVER A WRITTEN NOTICE TO THE RATING AGENCIES, THE BACK-UP
SERVICER, THE SELLER, THE DEBTOR AND THE SURETY BOND PROVIDER, SPECIFYING WHICH
OF THE ABOVE ITEMS HAVE NOT BEEN RECEIVED BY THE COLLATERAL AGENT WITH RESPECT
TO EACH RECEIVABLE ADDED TO THE COLLATERAL DURING SUCH COLLECTION PERIOD AND ANY
PRECEDING COLLECTION PERIOD.
WITH RESPECT TO ANY RECEIVABLE FOR WHICH ANY OF
THE FOREGOING DOCUMENTS HAS NOT BEEN DELIVERED TO THE COLLATERAL AGENT OR
CORRECTED BEFORE DELIVERY BY THE
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Collateral Agent of a written notice with respect to such Custodian File, the
Debtor shall remove or cause the removal of the related Receivable from the
Collateral, and the Debtor shall cause the Seller to acquire and repurchase,
respectively, such Receivable from the Collateral and deposit the Repurchase
Price in the Collection Account.
Other than the reviews set forth in this
paragraph, the Collateral Agent shall have no duty or obligation to review any
of the Custodian Files.
(D)
THE COLLATERAL AGENT AGREES TO MAINTAIN THE CUSTODIAN FILES WHICH
ARE DELIVERED TO IT AT THE CORPORATE TRUST OFFICES OF THE COLLATERAL AGENT AS
SHALL FROM TIME TO TIME BE IDENTIFIED TO THE SURETY BOND PROVIDER AND THE
NOTEHOLDER BY WRITTEN NOTICE DELIVERED PROMPTLY BUT IN NO EVENT LATER THAN 20
DAYS AFTER ANY CHANGE IN LOCATION.
SUBJECT TO THE FOREGOING, THE COLLATERAL
AGENT MAY TEMPORARILY MOVE INDIVIDUAL CUSTODIAN FILES OR ANY PORTION THEREOF
WITHOUT NOTICE AS NECESSARY TO ALLOW THE SERVICER TO CONDUCT COLLECTION AND
OTHER SERVICING ACTIVITIES IN ACCORDANCE WITH ITS CUSTOMARY PRACTICES AND
PROCEDURES.
THE DEBTOR SHALL CAUSE THE SERVICER AND EACH SUCCESSOR SERVICER TO
TAKE WHATEVER ACTIONS ARE REQUIRED SUBJECT TO THE OTHER PROVISIONS OF THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE FILING OF FINANCING STATEMENTS, AS
A RESULT OF RELOCATING THE CUSTODIAN FILES, IF ANY, TO MAINTAIN THE PERFECTION
OF THE COLLATERAL AGENT'S RIGHT, TITLE AND INTEREST IN AND TO THE RECEIVABLES
AND THE CUSTODIAN FILES.
(E)
THE COLLATERAL AGENT SHALL HAVE AND PERFORM THE FOLLOWING POWERS
AND DUTIES:
(I)
HOLD THE CUSTODIAN FILES FOR THE BENEFIT OF THE SECURED PARTIES,
AND MAINTAIN A CURRENT INVENTORY THEREOF;
(II)
CARRY OUT SUCH POLICIES AND PROCEDURES IN ACCORDANCE WITH ITS
CUSTOMARY ACTIONS WITH RESPECT TO THE HANDLING AND CUSTODY OF THE CUSTODIAN
FILES SO THAT THE INTEGRITY AND PHYSICAL POSSESSION OF THE CUSTODIAN FILES WILL
BE MAINTAINED; AND
(III)
PROMPTLY RELEASE THE ORIGINAL RETAIL INSTALLMENT SALE OR LOAN
CONTRACT EVIDENCING A RECEIVABLE OR THE ORIGINAL CERTIFICATE OF TITLE TO A
FINANCED VEHICLE THEN HELD BY IT TO THE SERVICER UPON RECEIPT OF A WRITTEN
REQUEST FOR RELEASE OF DOCUMENTS CERTIFIED BY AN OFFICER OF THE SERVICER,
SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE SERVICING AGREEMENT, WITH RESPECT
TO THE MATTERS THEREIN; PROVIDED, HOWEVER THAT THE COLLATERAL AGENT SHALL BE
DEEMED TO HAVE RECEIVED PROPER INSTRUCTIONS WITH RESPECT TO THE CUSTODIAN FILES
UPON ITS RECEIPT OF WRITTEN INSTRUCTIONS