CHANGE OF ITS JURISDICTION OF FORMATION AND SHALL PROMPTLY FILE ANY SUCH
AMENDMENT, CONTINUATION STATEMENT OR ANY NEW FINANCING STATEMENT.
THE SERVICER
SHALL AT ALL TIMES MAINTAIN EACH OFFICE FROM WHICH IT SHALL SERVICE CONTRACTS,
AND ITS PRINCIPAL EXECUTIVE OFFICE, WITHIN THE UNITED STATES OF AMERICA.
(D)
THE SERVICER SHALL MAINTAIN ACCOUNTS AND
RECORDS AS TO EACH CONTRACT 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 AMOUNTS FROM TIME TO TIME DEPOSITED IN THE COLLECTION ACCOUNT
AND THE RESERVE ACCOUNT IN RESPECT OF SUCH CONTRACT.
(E)
THE SERVICER SHALL MAINTAIN ITS COMPUTER
SYSTEMS SO THAT, FROM AND AFTER THE TIME OF THE TRANSFER OF THE CONTRACTS TO THE
TRUST PURSUANT TO THIS AGREEMENT, THE SERVICER'S MASTER COMPUTER RECORDS
(INCLUDING ANY BACK-UP ARCHIVES) THAT REFER TO A CONTRACT SHALL INDICATE CLEARLY
THE INTEREST OF THE TRUST AND THE INDENTURE TRUSTEE IN SUCH CONTRACT AND THAT
SUCH CONTRACT IS OWNED BY THE TRUST AND HAS BEEN PLEDGED TO THE INDENTURE
TRUSTEE PURSUANT TO THE INDENTURE.
INDICATION OF THE TRUST'S AND THE INDENTURE
TRUSTEE'S INTEREST IN A CONTRACT SHALL BE DELETED FROM OR MODIFIED ON THE
SERVICER'S COMPUTER SYSTEMS WHEN, AND ONLY WHEN, SUCH CONTRACT SHALL HAVE BEEN
PAID IN FULL OR REPURCHASED BY THE DEPOSITOR OR PURCHASED BY THE SERVICER.
(F)
IF AT ANY TIME THE DEPOSITOR, THE SELLER
OR THE SERVICER SHALL PROPOSE TO SELL, GRANT A SECURITY INTEREST IN OR OTHERWISE
TRANSFER ANY INTEREST IN ANY MOTOR VEHICLE RETAIL INSTALLMENT SALE CONTRACT OR
SECURITY INTEREST AND PROMISSORY NOTE TO ANY PROSPECTIVE PURCHASER, LENDER OR
OTHER TRANSFEREE, THE SERVICER SHALL GIVE TO SUCH PROSPECTIVE PURCHASER, LENDER
OR OTHER TRANSFEREE COMPUTER TAPES, COMPACT DISKS, RECORDS OR PRINT-OUTS
(INCLUDING ANY RESTORED FROM BACK-UP ARCHIVES) THAT, IF THEY SHALL REFER IN ANY
MANNER WHATSOEVER TO ANY CONTRACT, SHALL INDICATE CLEARLY THAT SUCH CONTRACT HAS
BEEN SOLD AND IS OWNED BY THE TRUST AND HAS BEEN PLEDGED TO THE INDENTURE
TRUSTEE (UNLESS SUCH CONTRACT HAS BEEN PAID IN FULL OR REPURCHASED BY THE
DEPOSITOR OR PURCHASED BY THE SERVICER).
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(G)
THE SERVICER SHALL PERMIT THE OWNER TRUSTEE,
THE INDENTURE TRUSTEE AND THEIR RESPECTIVE AGENTS AT ANY TIME DURING NORMAL
BUSINESS HOURS TO INSPECT, AUDIT AND MAKE COPIES OF AND ABSTRACTS FROM THE
SERVICER'S RECORDS REGARDING ANY CONTRACT.
(H)
UPON REQUEST, THE SERVICER SHALL FURNISH TO
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE, WITHIN TEN (10) BUSINESS DAYS, A
LIST OF ALL CONTRACTS (BY CONTRACT NUMBER AND NAME OF OBLIGOR) THEN HELD AS PART
OF THE TRUST, TOGETHER WITH A RECONCILIATION OF SUCH LIST TO THE CONTRACT
SCHEDULE AND TO EACH OF THE MONTHLY SERVICER REPORTS FURNISHED BEFORE SUCH
REQUEST INDICATING REMOVAL OF CONTRACTS FROM THE TRUST.
(I)
THE SERVICER SHALL DELIVER TO THE OWNER
TRUSTEE AND THE INDENTURE TRUSTEE:
(I)
PROMPTLY