Common use of Maintenance of Security Interests in Financed Vehicles Clause in Contracts

Maintenance of Security Interests in Financed Vehicles. The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of the Seller created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Seller and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification of Onyx Seller's listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created in the name of LBAC by each Contract Receivable in the related Financed Vehicle, including including, but not limited to, obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registering, registering and refiling of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor Obligors under each the respective ContractReceivables. The Issuer and the Indenture Trustee each Trust Collateral Agent hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect or continue the perfection of such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In . (b) Upon the event that occurrence of an Insurance Agreement Event of Default, the assignment Note Insurer may (so long as a Note Insurer Default shall not have occurred and be continuing) instruct in writing the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if a Note Insurer Default shall have occurred and be continuing, upon the occurrence of a Contract Servicer Termination Event, either the Trust Collateral Agent or the Trust Collateral Agent acting at the written direction of the Majorityholders shall direct the Servicer to take and the Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title Note Insurer (or, if applicablea Note Insurer Default shall have occurred and be continuing, the electronic title recordTrust Collateral Agent), or without fulfilling any additional administrative requirements under the laws which opinion shall not be an expense of the state Note Insurer or the Trust Collateral Agent (as applicable), be necessary to perfect or reperfect the security interests in which the Financed Vehicle is locatedVehicles securing the Receivables in the name of the Trust Collateral Agent on behalf of the Issuer by amending the title documents of such Financed Vehicles to reflect the security interest of the Trust Collateral Agent in the related Financed Vehicles or by such other reasonable means as may, to grant in the opinion of counsel to the Issuer Note Insurer or the Trust Collateral Agent (as applicable), which opinion shall not be an expense of the Note Insurer or the Trust Collateral Agent, be necessary or prudent. The Servicer hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Note Insurer may (unless a perfected Note Insurer Default shall have occurred and be continuing) instruct in writing the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Note Insurer, be necessary to perfect or reperfect the security interest in the Financed Vehicles securing the Receivables in the name of the Trust Collateral Agent on behalf of the Issuer, including by amending the title documents of such Financed Vehicles to reflect the security interest of the Trust Collateral Agent in the related Financed Vehicle or by such other reasonable means as may, in the opinion of counsel to the Note Insurer, be necessary or prudent; provided, however, that if the Note Insurer requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Note Insurer. In addition to the foregoing, in the event any of the Servicer Termination Events described in Section 9.1(iii) or (iv) shall have occurred, or in the event LBAC shall have been removed or replaced as Servicer pursuant to Section 8.3, Section 8.5, or otherwise pursuant to Section 9.1, then LBAC and/or the Servicer shall immediately cause each Lien Certificate for a Financed Vehicle to be marked to reflect the security interest of the Trust Collateral Agent in the Financed Vehicle at the expense of LBAC. The Servicer hereby makes, constitutes and appoints the Trust Collateral Agent acting through its duly appointed officers or any of them, its true and lawful attorney, for it and in its name and on its behalf, for the sole and exclusive purpose of authorizing said attorney to execute and deliver as attorney-in-fact or otherwise, any and all documents and other instruments and to pledge such perfected security interest do or accomplish all other acts or things necessary or appropriate to show the Indenture Trustee, Onyx hereby agrees that the identification of Onyx Trust Collateral Agent as the lienholder or secured party on the certificate of title (or, if applicable, the electronic title record) is deemed related Lien Certificates relating to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedVehicle.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, in the case of the State of California, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx or a subsidiary of Onyx as the secured party on the certificate of title (or, if applicable, in the case of the State of California, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, in the case of the State of California, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders Securityholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, in the case of the State of California, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created in the name of LBAC by each Contract Receivable in the related Financed Vehicle, including including, but not limited to, obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registering, registering and refiling of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor Obligors under each the respective ContractReceivables. The Issuer and the Indenture Trustee each Trust Collateral Agent hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect or continue the perfection of such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In . (b) Upon the event that occurrence of an Insurance Agreement Event of Default, the assignment Note Insurer may (so long as a Note Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if a Note Insurer Default shall have occurred and be continuing, upon the occurrence of a Contract Servicer Termination Event, either the Trust Collateral Agent or the Trust Collateral Agent acting at the direction of the Majorityholders shall direct the Servicer to take and the Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title Note Insurer (or, if applicablea Note Insurer Default shall have occurred and be continuing, the electronic title recordTrust Collateral Agent), or without fulfilling any additional administrative requirements under the laws which opinion shall not be an expense of the state Note Insurer or the Trust Collateral Agent (as applicable), be necessary to perfect or reperfect the security interests in which the Financed Vehicle is locatedVehicles securing the Receivables in the name of the Trust Collateral Agent on behalf of the Issuer by amending the title documents of such Financed Vehicles to reflect the security interest of the Trust Collateral Agent in the related Financed Vehicles or by such other reasonable means as may, to grant in the opinion of counsel to the Issuer Note Insurer or the Trust Collateral Agent (as applicable), which opinion shall not be an expense of the Note Insurer or the Trust Collateral Agent, be necessary or prudent. The Servicer hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Note Insurer may (unless a perfected Note Insurer Default shall have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Note Insurer, be necessary to perfect or reperfect the security interest in the Financed Vehicles securing the Receivables in the name of the Trust Collateral Agent on behalf of the Issuer, including by amending the title documents of such Financed Vehicles to reflect the security interest of the Trust Collateral Agent in the related Financed Vehicle or by such other reasonable means as may, in the opinion of counsel to the Note Insurer, be necessary or prudent; PROVIDED, HOWEVER, that if the Note Insurer requests (unless a Note Insurer Default shall have occurred and be continuing) that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Note Insurer. In addition to the foregoing, in the event any of the Servicer Termination Events described in Section 9.1(iii) or (iv) shall have occurred, or in the event LBAC shall have been removed or replaced as Servicer pursuant to Section 8.3, Section 8.5, or otherwise pursuant to Section 9.1, then LBAC and/or the Servicer shall immediately cause each Lien Certificate for a Financed Vehicle to be marked to reflect the security interest of the Trust Collateral Agent in the Financed Vehicle at the expense of LBAC. The Servicer hereby makes, constitutes and appoints the Trust Collateral Agent acting through its duly appointed officers or any of them, its true and lawful attorney, for it and in its name and on its behalf, for the sole and exclusive purpose of authorizing said attorney to execute and deliver as attorney-in-fact or otherwise, any and all documents and other instruments and to pledge such perfected security interest do or accomplish all other acts or things necessary or appropriate to show the Indenture Trustee, Onyx hereby agrees that the identification of Onyx Trust Collateral Agent as the lienholder or secured party on the certificate of title (or, if applicable, the electronic title record) is deemed related Lien Certificates relating to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedVehicle.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created in the name of LBAC by each Contract Receivable in the related Financed Vehicle, including including, but not limited to, obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registering, registering and refiling of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor Obligors under each the respective ContractReceivables. The Issuer and the Indenture Trustee each Trust Collateral Agent hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect or continue the perfection of such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In . (b) [Upon the event that occurrence of an Insurance Agreement Event of Default, the assignment Note Insurer may (so long as a Note Insurer Default shall not have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken, or, if a Note Insurer Default shall have occurred and be continuing, upon the occurrence of a Contract Servicer Termination Event, either the Trust Collateral Agent or the Trust Collateral Agent acting at the direction of the Majorityholders shall direct the Servicer to take and the Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title Note Insurer (or, if applicablea Note Insurer Default shall have occurred and be continuing, the electronic title recordTrust Collateral Agent), or without fulfilling any additional administrative requirements under the laws which opinion shall not be an expense of the state Note Insurer or the Trust Collateral Agent (as applicable), be necessary to perfect or reperfect the security interests in which the Financed Vehicle is locatedVehicles securing the Receivables in the name of the Trust Collateral Agent on behalf of the Issuer by amending the title documents of such Financed Vehicles to reflect the security interest of the Trust Collateral Agent in the related Financed Vehicles or by such other reasonable means as may, to grant in the opinion of counsel to the Issuer Note Insurer or the Trust Collateral Agent (as applicable), which opinion shall not be an expense of the Note Insurer or the Trust Collateral Agent, be necessary or prudent. The Servicer hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Note Insurer may (unless a perfected Note Insurer Default shall have occurred and be continuing) instruct the Trust Collateral Agent and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Note Insurer, be necessary to perfect or reperfect the security interest in the Financed Vehicles securing the Receivables in the name of the Trust Collateral Agent on behalf of the Issuer, including by amending the title documents of such Financed Vehicles to reflect the security interest of the Trust Collateral Agent in the related Financed Vehicle or by such other reasonable means as may, in the opinion of counsel to the Note Insurer, be necessary or prudent; provided, however, that if the Note Insurer requests (unless a Note Insurer Default shall have occurred and be continuing) that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Note Insurer.] In addition to the foregoing, in the event any of the Servicer Termination Events described in Section 9.1(iii) or (iv) shall have occurred, or in the event LBAC shall have been removed or replaced as Servicer pursuant to Section 8.3, Section 8.5, or otherwise pursuant to Section 9.1, then LBAC and/or the Servicer shall immediately cause each Lien Certificate for a Financed Vehicle to be marked to reflect the security interest of the Trust Collateral Agent in the Financed Vehicle at the expense of LBAC. The Servicer hereby makes, constitutes and appoints the Trust Collateral Agent acting through its duly appointed officers or any of them, its true and lawful attorney, for it and in its name and on its behalf, for the sole and exclusive purpose of authorizing said attorney to execute and deliver as attorney-in-fact or otherwise, any and all documents and other instruments and to pledge such perfected security interest do or accomplish all other acts or things necessary or appropriate to show the Indenture Trustee, Onyx hereby agrees that the identification of Onyx Trust Collateral Agent as the lienholder or secured party on the certificate of title (or, if applicable, the electronic title record) is deemed related Lien Certificates relating to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedVehicle.

Maintenance of Security Interests in Financed Vehicles. (a) The Master Servicer shall shall, in accordance with its customary servicing procedures, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle; provided, including but however, that except as provided in Section 4.05(b), the Master Servicer shall not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements be required to perfect or other instruments as are necessary to maintain reperfect the security interest granted by such Obligor under each respective Contractin the Financed Vehicles in the name of the Issuer or the Indenture Trustee. The Issuer and the Indenture Trustee each Master Servicer is hereby authorize the Servicer authorized to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle Vehicle, or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer Receivable to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the such Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to in favor of the Indenture Trustee, Onyx the Master Servicer hereby agrees that the identification designation of Onyx Regions Bank as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee. (b) The Depositor, the Owner Trustee, the Indenture Trustee and further agrees to hold such certificate the Master Servicer hereby agree that, upon the occurrence of title (or, if applicablea Non-Master Servicer Termination Event, the electronic title record) Controlling Party may take or cause to be taken such actions as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles in the name of the Issuer or the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and including by amending the Insurance Agreement, neither title documents of the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate . The Master Servicer hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. If such expenses are not paid within 15 days after delivery of title (orany invoice therefor, if applicablesuch expenses shall be paid pursuant to Section 5.06(b)(ix). Notwithstanding anything to the contrary in this Section 4.05(b), the electronic Indenture Trustee shall be under no obligation to file any financing statements or to re-title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedvehicles.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, in the case of the State of California, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx as the secured party on the certificate of title (or, if applicable, in the case of the State of California, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, in the case of the State of California, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, in the case of the State of California, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. (a) The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx the initial Servicer hereby agrees that the identification of Onyx AutoNation Financial Services as the secured party on the certificate of title (or, if applicable, the electronic title record) Title Document is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) Title Document as the Indenture Trustee's agent and custodian; provided that, except as provided in subsection (b) of this Section 7.01 3.04 and the Insurance Agreement, neither the Servicer nor Onyx AutoNation Financial Services shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx AutoNation Financial Services make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) Title Document or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located. (b) The Seller, the Indenture Trustee, the Owner Trustee, the Servicer and the Issuer hereby agree that upon the occurrence of a Non-Servicer Default, the Insurer may direct the Servicer to take or to cause to be taken such action as may, in the Insurer's discretion, be necessary to perfect or re-perfect the security interest in the Financed Vehicles in the name of the Indenture Trustee, including the amending of the Title Documents of the Financed Vehicles and the Indenture Trustee agrees to execute any and all documents or instruments prepared by and at the expense of the Servicer in this regard. The Servicer hereby agrees to pay all expenses related to such perfection or reperfection, and the Servicer and the Indenture Trustee hereby agree to take all action necessary therefor. If such expenses are not paid within 30 days after delivery of any invoice for such expenses to the Servicer, such expenses shall be paid pursuant to Section 4.03(a)(x). The Insurer, in its sole discretion, may pay such costs and any such amounts shall be included in amounts owed to the Insurer as Reimbursement Amounts.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of the Seller created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Seller and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification of Onyx Seller’s listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall shall, in accordance with its Customary Servicing Practices, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, that neither the Servicer nor Onyx shall make, nor shall the Issuer Issuer, the Insurer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, in the case of the State of California, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx as the secured party on the certificate of title (or, if applicable, in the case of the State of California, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, in the case of the State of California, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders Securityholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, in the case of the State of California, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. (a) The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx the initial Servicer hereby agrees that the identification of Onyx AutoNation Financial Services or a subsidiary of AutoNation Financial Services as the secured party on the certificate of title (or, if applicable, the electronic title record) Title Document is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in subsection (b) of this Section 7.01 3.04 and the Insurance Agreement, neither the Servicer nor Onyx AutoNation Financial Services shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx AutoNation Financial Services make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) Title Document or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located. (b) The Seller, the Indenture Trustee, the Owner Trustee, the Servicer and the Issuer hereby agree that upon the occurrence of a Servicer Default, the Insurer may direct the Servicer and the Indenture Trustee to take or to cause to be taken such action as may, in the Insurer's discretion, be necessary to perfect or re-perfect the security interest in the Financed Vehicles in the name of the Indenture Trustee, including the amending of the Title Documents of the Financed Vehicles and the Indenture Trustee agrees to execute any and all documents or instruments prepared by and at the expense of the Servicer in this regard. The Servicer hereby agrees to pay all expenses related to such perfection or reperfection, and the Servicer and the Indenture Trustee hereby agree to take all action necessary therefor. If such expenses are not paid within __ days after delivery of any invoice for such expenses to the Servicer, such expenses shall be paid pursuant to Section 4.03(a)(viii). The Insurer, in its sole discretion, may pay such costs and any such amounts shall be included in amounts owed to the Insurer as Reimbursement Amounts; provided, however, that if the Insurer requests the Title Documents to be amended prior to the occurrence of a Re-Xxxxxxx Trigger, the out-of-pocket expenses of the Servicer or any other entity incurred in connection with such action shall be reimbursed by the Insurer.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of Chase USA or the Depositor, as the case may be, created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Depositor and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification listing of Onyx Chase USA or the Depositor, as the case may be, as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of the Depositor created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Depositor and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification of Onyx Depositor’s listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. (a) The Servicer shall take such steps as all actions that are necessary or desirable to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed VehicleVehicle in favor of the related Originating Entity, including including, but not limited to, obtaining the execution by the related Obligor notation on certificates of title and the recording, registering, filing, re-recording, re-registering, filing and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contractinstruments. The Issuer and the Indenture Trustee each hereby authorize In addition, if the Servicer to take such steps as are necessary to re-perfect discovers any deficiency in the priority or perfection of any such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. defect in the documents constituting a part of any Receivable which deficiency or defect can be corrected, the Servicer shall use its best efforts to correct such deficiency or defect. (b) In the event that the assignment of a Contract the Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is locatedtitle, to grant to the Issuer a perfected security interest in the related Financed Vehicle, the Sellers hereby agree to serve as the Issuer's agent for the purpose of perfecting the security interest in such Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx related Seller's listing as the secured party on the certificate of title (or, if applicable, is in the electronic title record) is deemed to be in its capacity as agent of the Indenture Issuer. (c) If the Servicer is unable to foreclose upon a Financed Vehicle because the title document for such Financed Vehicle does not show the Issuer as the lienholder, the related Seller shall, at its expense, take all necessary steps to apply for a replacement title document showing the Issuer as the secured party. (d) In order to facilitate the Servicer's actions, as described in Section 4.4(b) hereof, each Seller will provide the Servicer with any necessary power of attorney permitting it to retitle the Financed Vehicle related to one of its Receivables. Each Seller hereby appoints the Issuer (acting through the Owner Trustee and further agrees or the Servicer) its attorney-in-fact to hold endorse, as appropriate, the certificate of title relating to any Financed Vehicle in order to cause a change in the registration of legal owner of the Financed Vehicle to the Issuer at such time as such certificate of title is endorsed and delivered to the Department of Motor Vehicles of the State of California (or, if applicable, or any other state department of motor vehicles) with appropriate fees. Each Seller will provide the electronic title recordIssuer with any necessary power of attorney for such purpose. (e) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither If the Servicer nor Onyx shall makeis unable to retitle the Financed Vehicle, nor shall in the Issuer or Noteholders have the right to require event that the Servicer or Onyx makeseeks to foreclose on a Financed Vehicle, any such notation on then each Seller, at its expense, will take all actions necessary to act with the related Servicer, to the extent permitted by law, to foreclose upon the Financed Vehicles' certificate of title (orVehicle, if applicableincluding, as appropriate, the electronic title record) filing of any UCC-1 or fulfill UCC-2 financing statements necessary to perfect the security interest in any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedVehicle.

Maintenance of Security Interests in Financed Vehicles. (a) The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx the initial Servicer hereby agrees that the identification of Onyx AutoNation Financial Services as the secured party on the certificate of title (or, if applicable, the electronic title record) Title Document is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) Title Document as the Indenture Trustee's agent and custodian; provided that, except as provided in subsection (b) of this Section 7.01 -------- 3.04 and the Insurance Agreement, neither the Servicer nor Onyx AutoNation Financial Services shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx AutoNation Financial Services make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) Title Document or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located. (b) The Seller, the Indenture Trustee, the Owner Trustee, the Servicer and the Issuer hereby agree that upon the occurrence of a Non-Servicer Default, the Insurer may direct the Servicer to take or to cause to be taken such action as may, in the Insurer's discretion, be necessary to perfect or re- perfect the security interest in the Financed Vehicles in the name of the Indenture Trustee, including the amending of the Title Documents of the Financed Vehicles and the Indenture Trustee agrees to execute any and all documents or instruments prepared by and at the expense of the Servicer in this regard. The Servicer hereby agrees to pay all expenses related to such perfection or reperfection, and the Servicer and the Indenture Trustee hereby agree to take all action necessary therefor. If such expenses are not paid within days after delivery of any invoice for such expenses to the Servicer, such expenses shall be paid pursuant to Section 4.03(a)(x). The Insurer, in its sole discretion, may pay such costs and any such amounts shall be included in amounts owed to the Insurer as Reimbursement Amounts.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx -43- 48 make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created in the name of LBAC by each Contract Receivable in the related Financed Vehicle, including including, but not limited to, obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registering, registering and refiling of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor Obligors under each the respective ContractReceivables. The Issuer and the Indenture Trustee each hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect or continue the perfection of such security interest on behalf of the Issuer Trust in the event of the relocation of a Financed Vehicle or for any other reason. In . (b) Upon the event that occurrence of an Insurance Agreement Event of Default, the assignment Certificate Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred and be continuing, upon the occurrence of a Contract an Event of Default, the Trustee shall direct the Servicer to take and the Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title Certificate Insurer (or, if applicablean Insurer Default shall have occurred and be continuing, the electronic title recordTrustee), or without fulfilling any additional administrative requirements under the laws which opinion shall not be an expense of the state Certificate Insurer or the Trustee (as applicable), be necessary to perfect or reperfect the security interests in which the Financed Vehicle is locatedVehicles securing the Receivables in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles to reflect the security interest of the Trustee in the related Financed Vehicles or by such other reasonable means as may, to grant in the opinion of counsel to the Issuer a perfected Certificate Insurer or the Trustee (as applicable), which opinion shall not be an expense of the Certificate Insurer or the Trustee, be necessary or prudent. The Servicer hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance 45 Agreement Event of Default, the Certificate Insurer may (unless an Insurer Default shall have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to perfect or reperfect the security interest in the Financed Vehicles securing the Receivables in the name of the Trustee on behalf of the Trust, including by amending the title documents of such Financed Vehicles to reflect the security interest of the Trustee in the related Financed Vehicle or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent; PROVIDED, HOWEVER, that if the Certificate Insurer requests (unless an Insurer Default shall have occurred and be continuing) that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the Certificate Insurer. In addition to the foregoing, in the event any of the events described in Section 8.1(iii) or (iv) shall have occurred, or in the event LBAC shall have been removed or replaced as Servicer pursuant to Section 7.3, Section 7.5, or otherwise pursuant to Section 8.1, then LBAC and/or the Servicer shall immediately cause each Lien Certificate for a Financed Vehicle to be marked to reflect the security interest of the Trustee in the Financed Vehicle at the expense of the Servicer. The Servicer hereby makes, constitutes, and appoints the Trustee acting through its duly appointed officers or any of them, its true and lawful attorney, for it and in its name and on its behalf, for the sole and exclusive purpose of authorizing said attorney to execute and deliver as attorney-in-fact or otherwise, any and all documents and other instruments and to pledge such perfected security interest do or accomplish all other acts or things necessary or appropriate to show the Indenture Trustee, Onyx hereby agrees that the identification of Onyx Trustee as the lienholder or secured party on the certificate of title (or, if applicable, the electronic title record) is deemed related Lien Certificates relating to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedVehicle.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with its obligations under this Agreement, the Security Agreement and the Custodian Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Transferred Receivable in the related Financed VehicleVehicle on behalf of the Borrower and the Collateral Agent for the benefit of the Secured Parties, including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registeringfiling, and refiling re-registering of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor the Obligors under each respective Contractthe Transferred Receivables. The Issuer Borrower and the Indenture Trustee Collateral Agent (on behalf of the Secured Parties) each hereby authorize authorizes the Servicer, and the Servicer agrees, to take such any and all steps as are necessary to re-perfect such security interest on behalf of the Issuer in Borrower and the event Collateral Agent (on behalf of the Secured Parties) as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Transferred Receivable to the Issuer Borrower and the subsequent pledge thereof by the Issuer to the Indenture Trustee Collateral Agent (on behalf of the Secured Parties), and the filing of UCC financing statements all as provided herein, is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle in favor of the Borrower and to the pledge such perfected security interest thereof to the Indenture TrusteeCollateral Agent (on behalf of the Secured Parties), Onyx hereby agrees the parties hereto agree that the identification of Onyx AFS's or ACC's (as applicable) designation as the secured party on the certificate of title (oris, if with respect to each secured party, as applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee Borrower and further the Secured Parties. (b) Upon the occurrence and during the continuance of a Facility Termination Event, the Agent may instruct the Borrower and the Servicer to take or cause to be taken such reasonable action as may, in the opinion of counsel to the Agent, be necessary or desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Transferred Receivables in the name of the Borrower and the Collateral Agent (on behalf of the Secured Parties) (as lienholder) by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Agent, be necessary or prudent. AFS hereby agrees to hold pay all expenses related to such certificate perfection or re- perfection and to take all action necessary therefor. In addition, prior to the occurrence of title (or, if applicablea Facility Termination Event, the electronic title recordAgent may instruct the Borrower and the Servicer to take or cause to be taken such reasonable action (at the expense of the Lenders) as may, in the Indenture Trustee's agent and custodian; provided thatopinion of counsel to the Agent, except as provided be necessary to perfect or re-perfect the security interest in Section 7.01 the Financed Vehicles underlying the Transferred Receivables in the name of the Borrower and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation Collateral Agent (on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement behalf of the laws Secured Parties), including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the state in which a Financed Vehicle is locatedopinion of counsel to the Agent, be necessary or prudent.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of the Seller created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Seller and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification of Onyx Seller's listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided thatPROVIDED, except as provided in Section 7.01 and the Insurance AgreementHOWEVER, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall will, in accordance with its Customary Servicing Practices, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle. The provisions set forth in this Section 3.4 to apply its Customary Servicing Practices are the sole requirements under the Transaction Documents with respect to the maintenance of collateral or security on the Receivables. It is understood that the Financed Vehicles are the collateral and security for the Receivables, including but that the Certificate of Title with respect to a Financed Vehicle does not limited to, obtaining the execution by the related Obligor constitute collateral and the recording, registering, filing, re-recording, re-registering, and refiling of all merely evidences such security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contractinterest. The Issuer and the Indenture Trustee each hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to Vehicle, the Indenture Trustee, Onyx Servicer hereby agrees that the identification listing of Onyx JPMorgan Chase Bank, National Association as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with its obligations under this Agreement, the Collateral Agent Agreement and the Custodial Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Transferred Receivable in the related Financed VehicleVehicle on behalf of the Borrower and the Collateral Agent for the benefit of the Secured Parties, including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registeringfiling, and refiling re-registering of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor the Obligors under each respective Contractthe Transferred Receivables. The Issuer Borrower and the Indenture Trustee Collateral Agent (on behalf of the Secured Parties) each hereby authorize authorizes the Servicer, and the Servicer agrees, to take such any and all steps as are necessary to re-perfect such security interest on behalf of the Issuer in Borrower and the event Collateral Agent (on behalf of the Secured Parties) as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Transferred Receivable to the Issuer Borrower and the subsequent pledge thereof by the Issuer to the Indenture Trustee Collateral Agent (on behalf of the Secured Parties), and the filing of UCC financing statements all as provided herein, is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle in favor of the Borrower and to the pledge such perfected security interest thereof to the Indenture TrusteeCollateral Agent (on behalf of the Secured Parties), Onyx hereby agrees the parties hereto agree that the identification of Onyx AFL's designation as the secured party on the certificate of title (oris, if with respect to each secured party, as applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee Borrower and further the Secured Parties. (b) Upon the occurrence and during the continuance of a Facility Termination Event, the Agent may instruct the Borrower and the Servicer to take or cause to be taken such reasonable action as may, in the opinion of counsel to the Agent, be necessary or desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Transferred Receivables in the name of the Borrower and the Collateral Agent (on behalf of the Secured Parties) (as lienholder) by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Agent, be necessary or prudent. AFL hereby agrees to hold pay all expenses related to such certificate perfection or re-perfection and to take all action necessary therefor. In addition, prior to the occurrence of title (or, if applicablea Facility Termination Event, the electronic title record) as Agent may instruct the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 Borrower and the Insurance AgreementServicer to take or cause to be taken such reasonable action as may, neither in the Servicer nor Onyx shall makeopinion of counsel to the Agent, nor shall be necessary to perfect or re-perfect the Issuer security interest in the Financed Vehicles underlying the Transferred Receivables in the name of the Borrower and the Collateral Agent (on behalf of the Secured Parties), including by amending the title documents of such Financed Vehicles or Noteholders have by such other reasonable means as may, in the right opinion of counsel to require the Agent, be necessary or prudent; PROVIDED, HOWEVER, that if the Agent requests that the title documents be amended prior to the occurrence of a Facility Termination Event or Unmatured Facility Termination Event, the out-of-pocket expenses of the Servicer or Onyx makethe Borrower in connection with such action shall be reimbursed to the Servicer or the Borrower, any such notation on the related Financed Vehicles' certificate of title (or, if as applicable, by the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedBanks.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, in the case of the State of California, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx or a subsidiary of Onyx as the secured party on the certificate of title (or, if applicable, in the case of the State of California, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, in the case of the State of California, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement7.01, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders Securityholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, in the case of the State of California, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created in the name of LBAC by each Contract Receivable in the related Financed Vehicle, including including, but not limited to, obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registering, registering and refiling of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor Obligors under each the respective ContractReceivables. The Issuer and the Indenture Trustee each hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect or continue the perfection of such security interest on behalf of the Issuer Trust in the event of the relocation of a Financed Vehicle or for any other reason. In . (b) Upon the event that occurrence of an Insurance Agreement Event of Default, the assignment Certificate Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred and be continuing, upon the occurrence of a Contract an Event of Default, the Trustee shall direct the Servicer to take and the Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title Certificate Insurer (or, if applicablean Insurer Default shall have occurred and be continuing, the electronic title recordTrustee), or without fulfilling any additional administrative requirements under the laws which opinion shall not be an expense of the state Certificate Insurer or the Trustee (as applicable), be necessary to perfect or reperfect the security interests in which the Financed Vehicle is locatedVehicles securing the Receivables in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles to reflect the security interest of the Trustee in the related Financed Vehicles or by such other reasonable means as may, to grant in the opinion of counsel to the Issuer a perfected Certificate Insurer or the Trustee (as applicable), which opinion shall not be an expense of the Certificate Insurer or the Trustee, be necessary or prudent. The Servicer hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Certificate Insurer may (unless an Insurer Default shall have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to perfect or reperfect the security interest in the Financed Vehicles securing the Receivables in the name of the Trustee on behalf of the Trust, including by amending the title documents of such Financed Vehicles to reflect the security interest of the Trustee in the related Financed Vehicle or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent; PROVIDED, HOWEVER, that if the Certificate Insurer requests (unless an Insurer Default shall have occurred and be continuing) that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the Certificate Insurer. In addition to the foregoing, in the event any of the events described in Section 8.1(iii) or (iv) shall have occurred, or in the event LBAC shall have been removed or replaced as Servicer pursuant to Section 7.3, Section 7.5, or otherwise pursuant to Section 8.1. then LBAC and/or the Servicer shall immediately cause each Lien Certificate for a Financed Vehicle to be marked to reflect the security interest of the Trustee in the Financed Vehicle at the expense of the Servicer. The Servicer hereby makes, constitutes, and appoints the Trustee acting through its duly appointed officers or any of them, its true and lawful attorney, for it and in its name and on its behalf, for the sole and exclusive purpose of authorizing said attorney to execute and deliver as attorney-in-fact or otherwise, any and all documents and other instruments and to pledge such perfected security interest do or accomplish all other acts or things necessary or appropriate to show the Indenture Trustee, Onyx hereby agrees that the identification of Onyx Trustee as the lienholder or secured party on the certificate of title (or, if applicable, the electronic title record) is deemed related Lien Certificates relating to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedVehicle.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer Owner Trustee and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, in the case of the State of California, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture TrusteeVehicle, Onyx hereby agrees that the identification of Onyx or a subsidiary of Onyx as the secured party on the certificate of title (or, if applicable, in the case of the State of California, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee Issuer and further agrees to hold such certificate of title (or, if applicable, in the case of the State of California, the electronic title record) as the Indenture Owner Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement8.01, neither the Servicer nor Onyx shall make, nor shall the Issuer Owner Trustee or Noteholders Securityholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, in the case of the State of California, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with its obligations under this Agreement, the Security Agreement and the Custodian Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Transferred Receivable in the related Financed VehicleVehicle on behalf of the Borrower and the Collateral Agent for the benefit of the Secured Parties, including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re- filing, and re-registering, and refiling registering of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor the Obligors under each respective Contractthe Transferred Receivables. The Issuer Borrower and the Indenture Trustee Collateral Agent (on behalf of the Secured Parties) each hereby authorize authorizes the Servicer, and the Servicer agrees, to take such any and all steps as are necessary to re-perfect such security interest on behalf of the Issuer in Borrower and the event Collateral Agent (on behalf of the Secured Parties) as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Transferred Receivable to the Issuer Borrower and the subsequent pledge thereof by the Issuer to the Indenture Trustee Collateral Agent (on behalf of the Secured Parties), and the filing of UCC financing statements all as provided herein, is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle in favor of the Borrower and to the pledge such perfected security interest thereof to the Indenture TrusteeCollateral Agent (on behalf of the Secured Parties), Onyx hereby agrees the parties hereto agree that the identification of Onyx AFS's designation as the secured party on the certificate of title (oris, if with respect to each secured party, as applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee Borrower and further the Secured Parties. (b) Upon the occurrence and during the continuance of a Facility Termination Event, the Agent may instruct the Borrower and the Servicer to take or cause to be taken such reasonable action as may, in the opinion of counsel to the Agent, be necessary or desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Transferred Receivables in the name of the Borrower and the Collateral Agent (on behalf of the Secured Parties) (as lienholder) by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Agent, be necessary or prudent. AFS hereby agrees to hold pay all expenses related to such certificate perfection or re-perfection and to take all action necessary therefor. In addition, prior to the occurrence of title (or, if applicablea Facility Termination Event, the electronic title recordAgent may instruct the Borrower and the Servicer to take or cause to be taken such reasonable action (at the expense of the Lenders) as may, in the Indenture Trustee's agent and custodian; provided thatopinion of counsel to the Agent, except as provided be necessary to perfect or re-perfect the security interest in Section 7.01 the Financed Vehicles underlying the Transferred Receivables in the name of the Borrower and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation Collateral Agent (on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement behalf of the laws Secured Parties), including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the state in which a Financed Vehicle is locatedopinion of counsel to the Agent, be necessary or prudent.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle, Vehicle including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registering, registering and refiling of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor Obligors under each the respective ContractReceivables. The Issuer Trustee hereby authorizes the Servicer, and the Indenture Trustee each hereby authorize the Servicer agrees, to take such any and all steps as are necessary to re-perfect or continue the perfection of such security interest on behalf of the Issuer Trust in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to in favor of the Indenture Trustee, Onyx the Servicer hereby agrees that the identification of Onyx CPS's designation as the secured party on the such certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as Servicer as agent of the Indenture Trustee. (b) Upon the occurrence of an [Enhancement Agreement] Event of Default, the [Credit Enhancer] may (so long as an [Enhancement Default] shall not have occurred and be continuing) instruct the Trustee and further agrees the Servicer to hold such certificate of title (take or cause to be taken, or, if applicablean [Enhancement Default] shall have occurred, upon the occurrence of an Event of Default, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 Trustee and the Insurance Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Trustee, which opinion shall not be an expense of the Trustee, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the [Credit Enhancer] or the Trustee (as applicable), which opinion shall not be an expense of the Trustee, be necessary or prudent. The Servicer hereby agrees to pay all expenses related to such perfection or re-perfection and to take all action necessary therefor. In addition, prior to the occurrence of an [Enhancement Agreement] Event of Default, neither the [Credit Enhancer] may (unless an [Enhancement Default] shall have occurred and be continuing) instruct the Trustee and the Servicer nor Onyx to take or cause to be taken such action as may, in the opinion of counsel to the [Credit Enhancer], be necessary to perfect or re-perfect the security interest in the Financed Vehicles securing the Receivables in the name of the Trustee on behalf of the Trust, including by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the [Credit Enhancer], be necessary or prudent; provided, however, that if the [Credit Enhancer] requests (unless an [Enhancement Default] shall makehave occurred and be continuing) that the title documents be amended prior to the occurrence of an [Enhancement Agreement] Event of Default, nor shall the Issuer or Noteholders have the right to require that out-of-pocket expenses of the Servicer or Onyx makethe Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, any such notation on the related Financed Vehicles' certificate of title (or, if as applicable, by the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located[Credit Enhancer].

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its Customary Servicing Practices, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of JPMorgan Chase, the Depositor or the Issuer, as the case may be, created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Depositor and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification listing of Onyx JPMorgan Chase or the Depositor, as the case may be, as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with the policies and procedures required by this Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created in the name of LBAC by each Contract Receivable in the related Financed Vehicle, including including, but not limited to, obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registering, registering and refiling of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor Obligors under each the respective ContractReceivables. The Issuer and the Indenture Trustee each hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect or continue the perfection of such security interest on behalf of the Issuer Trust in the event of the relocation of a Financed Vehicle or for any other reason. In . (b) [Upon the event that occurrence of an Insurance Agreement Event of Default, the assignment Certificate Insurer may (so long as an Insurer Default shall not have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken, or, if an Insurer Default shall have occurred and be continuing, upon the occurrence of a Contract an Event of Default, the Trustee shall direct the Servicer to take and the Servicer shall take or cause to be taken such action as may, in the opinion of counsel to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title Certificate Insurer (or, if applicablean Insurer Default shall have occurred and be continuing, the electronic title recordTrustee), or without fulfilling any additional administrative requirements under the laws which opinion shall not be an expense of the state Certificate Insurer or the Trustee (as applicable), be necessary to perfect or reperfect the security interests in which the Financed Vehicle is locatedVehicles securing the Receivables in the name of the Trustee on behalf of the Trust by amending the title documents of such Financed Vehicles to reflect the security interest of the Trustee in the related Financed Vehicles or by such other reasonable means as may, to grant in the opinion of counsel to the Issuer a perfected Certificate Insurer or the Trustee (as applicable), which opinion shall not be an expense of the Certificate Insurer or the Trustee, be necessary or prudent. The Servicer hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. In addition, prior to the occurrence of an Insurance Agreement Event of Default, the Certificate Insurer may (unless an Insurer Default shall have occurred and be continuing) instruct the Trustee and the Servicer to take or cause to be taken such action as may, in the opinion of counsel to the Certificate Insurer, be necessary to perfect or reperfect the security interest in the Financed Vehicles securing the Receivables in the name of the Trustee on behalf of the Trust, including by amending the title documents of such Financed Vehicles to reflect the security interest of the Trustee in the related Financed Vehicle or by such other reasonable means as may, in the opinion of counsel to the Certificate Insurer, be necessary or prudent; provided, however, that if the Certificate Insurer requests (unless an Insurer Default shall have occurred and be continuing) that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in connection with such action shall be reimbursed to the Servicer or the Trustee, as applicable, by the Certificate Insurer.] In addition to the foregoing, in the event any of the events described in Section 8.1(iii) or (iv) shall have occurred, or in the event LBAC shall have been removed or replaced as Servicer pursuant to Section 7.3, Section 7.5, or otherwise pursuant to Section 8.1, then LBAC and/or the Servicer shall immediately cause each Lien Certificate for a Financed Vehicle to be marked to reflect the security interest of the Trustee in the Financed Vehicle at the expense of the Servicer. The Servicer hereby makes, constitutes, and appoints the Trustee acting through its duly appointed officers or any of them, its true and lawful attorney, for it and in its name and on its behalf, for the sole and exclusive purpose of authorizing said attorney to execute and deliver as attorney-in-fact or otherwise, any and all documents and other instruments and to pledge such perfected security interest do or accomplish all other acts or things necessary or appropriate to show the Indenture Trustee, Onyx hereby agrees that the identification of Onyx Trustee as the lienholder or secured party on the certificate of title (or, if applicable, the electronic title record) is deemed related Lien Certificates relating to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedVehicle.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with its obligations under this Agreement, the Security Agreement and the Custodian Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Transferred Receivable in the related Financed VehicleVehicle on behalf of the Borrower and the Collateral Agent for the benefit of the Secured Parties, including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registeringfiling, and refiling re-registering of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor the Obligors under each respective Contractthe Transferred Receivables. The Issuer Borrower and the Indenture Trustee Collateral Agent (on behalf of the Secured Parties) each hereby authorize authorizes the Servicer, and the Servicer agrees, to take such any and all steps as are necessary to re-perfect such security interest on behalf of the Issuer in Borrower and the event Collateral Agent (on behalf of the Secured Parties) as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Transferred Receivable to the Issuer Borrower and the subsequent pledge thereof by the Issuer to the Indenture Trustee Collateral Agent (on behalf of the Secured Parties), and the filing of UCC financing statements all as provided herein, is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle in favor of the Borrower and to the pledge such perfected security interest thereof to the Indenture TrusteeCollateral Agent (on behalf of the Secured Parties), Onyx hereby agrees the parties hereto agree that the identification designation of Onyx any Contributing Subsidiary or the Seller as the secured party on the certificate of title (oris, if with respect to each secured party, as applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee Borrower and further the Secured Parties. (b) The Agent may instruct the Borrower and the Servicer to take or cause to be taken such reasonable action as may, in the opinion of counsel to the Agent, be necessary or desirable to perfect or re-perfect the security interests in the Financed Vehicles securing the Transferred Receivables in the name of the Borrower and the Collateral Agent (on behalf of the Secured Parties) (as lienholder) by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the opinion of counsel to the Agent, be necessary or prudent. MFN hereby agrees to hold pay all expenses related to such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent perfection or re-perfection and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedtake all action necessary therefor.