THE FOREGOING, UNTIL
THE SERVICER SHALL HAVE IN EFFECT A NEW COMPUTER SYSTEM FOR MAINTAINING RECORDS
FROM THAT IN EFFECT ON THE INITIAL CLOSING DATE, THE COVENANT SET FORTH IN THIS
CLAUSE (C) SHALL NOT APPLY.
WITHOUT LIMITING ANY OF THE OTHER PROVISIONS HEREOF, IF AT ANY TIME THE BORROWER
SHALL PROPOSE TO SELL, GRANT A SECURITY INTEREST IN, OR OTHERWISE TRANSFER ANY
INTEREST IN MOTOR VEHICLE RECEIVABLES OR DEALER TRANSACTION RIGHTS TO ANY
PROSPECTIVE LENDER OR OTHER TRANSFEREE, THE BORROWER SHALL GIVE TO SUCH
PROSPECTIVE LENDER OR OTHER TRANSFEREE COMPUTER TAPES, RECORDS, OR PRINT-OUTS
(INCLUDING ANY RESTORED FROM ARCHIVES) THAT, IF THEY SHALL REFER IN ANY MANNER
WHATSOEVER TO ANY BORROWER COLLATERAL, SHALL INDICATE CLEARLY THAT SUCH BORROWER
COLLATERAL IS SUBJECT TO A FIRST PRIORITY SECURITY INTEREST IN FAVOR OF THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES.
31
THE BORROWER AGREES THAT AT ANY TIME AND FROM TIME TO TIME, AT ITS EXPENSE, IT
SHALL PROMPTLY EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS, AND
TAKE ALL REASONABLE FURTHER ACTION, THAT MAY BE NECESSARY OR DESIRABLE OR THAT
THE REQUIRED LENDERS MAY REASONABLY REQUEST TO PERFECT AND PROTECT THE
ASSIGNMENTS AND SECURITY INTERESTS GRANTED OR PURPORTED TO BE GRANTED BY THIS
AGREEMENT OR TO ENABLE THE COLLATERAL AGENT OR ANY OF THE SECURED PARTIES TO
EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT
TO ANY BORROWER COLLATERAL.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THE BORROWER SHALL EXECUTE AND FILE SUCH FINANCING OR CONTINUATION STATEMENTS,
OR AMENDMENTS THERETO, AND SUCH OTHER INSTRUMENTS OR NOTICES AS MAY BE NECESSARY
OR DESIRABLE OR THAT THE REQUIRED LENDERS MAY REASONABLY REQUEST TO PROTECT AND
PRESERVE THE ASSIGNMENTS AND SECURITY INTERESTS GRANTED BY THIS AGREEMENT.
THE
BORROWER SHALL IN NO CIRCUMSTANCE BE REQUIRED TO OBTAIN A SECURITY INTEREST IN
FAVOR OF THE BORROWER OR THE COLLATERAL AGENT IN A FINANCED VEHICLE BY CAUSING
THE BORROWER'S OR THE COLLATERAL AGENT'S NAME TO BE REFLECTED ON THE TITLE
DOCUMENT FOR SUCH FINANCED VEHICLE.
THE BORROWER IS IN COMPLIANCE WITH THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS IN RESPECT OF PERFECTION IN THE
FINANCED VEHICLE SO LONG AS THE TITLE DOCUMENTS FOR THE FINANCED VEHICLE
REFLECTS THAT THE SELLER, THE DEALER, A PREDECESSOR IN INTEREST OR AN INITIAL
LENDER HAS A SECURITY INTEREST IN SUCH FINANCED VEHICLE, AND THE SELLER HAS A
BLANKET OR INDIVIDUAL POWER OF ATTORNEY FROM THE NAMED LIENHOLDER AUTHORING THE
SELLER TO DO ALL ACTS NECESSARY TO PERFECT IN THE SELLER'S NAME ANY LIENS OR
SECURITY INTERESTS IN SUCH FINANCED VEHICLE.
THE BORROWER AND EACH SECURED PARTY HEREBY SEVERALLY AUTHORIZE THE COLLATERAL
AGENT, UPON RECEIPT OF WRITTEN DIRECTION FROM THE REQUIRED LENDERS (IF THE
BORROWER HAS FAILED TO FULFILL ITS DUTIES UNDER SECTION 11.1(E)), TO FILE ONE OR
MORE FINANCING OR CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, RELATING TO
ALL OR ANY PART OF THE BORROWER COLLATERAL.
IT SHALL FURNISH TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT FROM TIME
TO TIME SUCH STATEMENTS AND