Common use of Protection of Title to Trust Property Clause in Contracts

Protection of Title to Trust Property. (a) The Servicer shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee and the Indenture Collateral Agent in the Trust Property and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent and the Security Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 days' prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Each of the Seller, the Servicer and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer's master computer records (including any backup archives) that refer to any Receivable indicate clearly (with reference to the particular trust) that the Receivable is owned by the Trust. Indication of the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been paid in full or repurchased by the Seller or Servicer. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer and their respective agents, at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer Depositor and the Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Depositor or the Seller, as applicable, shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither None of the SellerDepositor, the Seller or the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller or the Depositor in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 10 days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the SellerThe Depositor, the Servicer Seller and the Trust Servicer shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 ten (10) days' prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of owned by the TrustIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such CounselCounsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and the Issuer shall cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee and the Indenture Collateral Agent Purchaser in the Trust Property Receivables and in the proceeds thereof. The Servicer Owner Trustee shall deliver (or cause to be delivered) to the Owner Trustee, Purchaser and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller hereby authorizes the Issuer and the Owner Trustee to file such continuation statements on its behalf. (b) Neither the Seller, the Servicer Seller nor the Trust Purchaser shall change its name, identity identity, or corporate organizational structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller Owner Trustee in accordance with paragraph (a) above seriously misleading within the meaning of Section Sections 9-402(7) 506, 9-507 or 9-508 of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 5 days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Servicer The Seller and the Trust Purchaser shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 ten (10) days' prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer statement and shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer's master computer records (including any backup archives) that refer to any Receivable indicate clearly (with reference to the particular trust) that the Receivable is owned by the Trust. Indication of the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been paid in full or repurchased by the Seller or Servicer. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer and their respective agents, at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold promptly file any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationamendment or new financing statement. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five (5) days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Payahead Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action is shall be necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the TrustIssuer, the Owner Trustee Noteholders, the Indenture Trustee, the Trust Agent and the Indenture Collateral Agent Insurer in the Trust Property Contracts and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Trust Agent and the Security Insurer Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (aSection 9.02(a) above seriously misleading within the meaning of Section 9-402(7508(b) of the UCC, unless it shall have given the Owner TrusteeInsurer, the Trust Agent and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 days' prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall give the Owner TrusteeInsurer, the Trust Agent and the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office the state of organization of the Seller and the Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Contracts, and its principal executive office office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account and the Payahead Account in respect of such ReceivableContract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale under this Agreement of the Receivables Contracts to the TrustIssuer, the Servicer's master computer records (including any backup archives) that shall refer to any Receivable a Contract indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Contract and that the Receivable such Contract is owned by the Trust. Indication of the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, Issuer and only when, the Receivable has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables retail installment sales contracts or installment loan agreements to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture TrusteeTrust Agent, the Backup Servicer, Indenture Trustee and the Security Insurer and their respective agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyContract. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, the Indenture TrusteeTrust Agent, the Backup Servicer Indenture Trustee and the Security Insurer at any time upon request Insurer, within five Business Days, a list of all Receivables Contracts then held as part of the TrustTrust Property, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer's Certificates Distribution Date Statements furnished before such request indicating removal of Receivables Contracts from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner TrusteeTrust Agent, the Indenture Trustee and the Security Insurer simultaneously with Insurer: (i) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)hereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counselcounsel, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest.; and (jii) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, Date an Opinion of Counsel, dated as of a date during such 90-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended, within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Holders and Trustee and the Indenture Collateral Agent under this Agreement in the Trust Property and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. If Servicer fails to perform its obligations under this subsection, Trustee may (but shall not be obligated to) do so, at the expense of Servicer. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller Servicer in accordance with paragraph subsection (a) above “seriously misleading misleading” within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' ’ prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 five days' ’ prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Seller and Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustTrustee, the Servicer's ’s master computer records (including any backup archives) that shall refer to any a Receivable indicate clearly (with reference to the particular trust) that the such Receivable is owned by the Trust. Indication of the Trust's ’s ownership of a Receivable shall be deleted from or modified on the Servicer's ’s computer systems when, and only when, the Receivable has been shall be paid in full or repurchased by the Seller or Servicershall become a Purchased Receivable. (f) If at any time xxxx Xxxxxx, the Seller Transferor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables motor vehicle loans and/or retail installment sales contracts to any prospective purchaser, lender or other transferee, Seller, Transferor Servicer, as the Servicer case may be, shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or ServicerTrust. (g) The Servicer shall permit the Owner TrusteeUpon request, the Indenture Trustee, the Backup Servicer, the Security Insurer and their respective agentsat its expense, at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trusteewithin thirty days, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the each Schedule of Receivables and to each of the Servicer's Certificates ’s Reports furnished before such request pursuant to Section 3.9 indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (ih) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture permit Trustee and its agents, at the Security Insurer simultaneously with expense of Trustee (except after a Servicer Termination Event, in which case such cost will be at the execution and delivery expense of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (cServicer), an Opinion at any time to inspect, audit and make copies of Counsel either (a) stating that, and abstracts from Servicer’s records regarding any Receivables then or previously included in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interestTrust. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five (5) days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Payahead Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action is shall be necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and the Issuer shall cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee and the Indenture Collateral Agent Purchaser in the Trust Property Receivables and in the proceeds thereof. The Servicer Owner Trustee shall deliver (or cause to be delivered) to the Owner Trustee, Purchaser and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller hereby authorizes the Issuer and the Owner Trustee to file such continuation statements on its behalf. (b) Neither the Seller, the Servicer Seller nor the Trust Purchaser shall change its name, identity identity, or corporate organizational structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller Owner Trustee in accordance with paragraph (a) above seriously misleading within the meaning of Section Sections 9-402(7) 506, 9-507 or 9-508 of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 5 days' ’ prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Servicer The Seller and the Trust Purchaser shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 ten (10) days' ’ prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer statement and shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer's master computer records (including any backup archives) that refer to any Receivable indicate clearly (with reference to the particular trust) that the Receivable is owned by the Trust. Indication of the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been paid in full or repurchased by the Seller or Servicer. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer and their respective agents, at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold promptly file any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationamendment or new financing statement. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer shall Seller will execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer shall Seller will deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall will change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have has given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five (5) days' prior written notice thereof, with a copy to the Rating Agencies, and shall has promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall will give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will promptly file any such amendment or new financing statement. The Servicer shall will at all times maintain each office from which it services Receivables will service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall will maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Payahead Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall will maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable will indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall will not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall will give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they refer in any manner whatsoever to any Receivable, will indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer shall Servicer, upon receipt of reasonable prior notice, will permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall will furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall will deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action is necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be is necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above will specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller will, to the extent required by applicable law, cause the Securities to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts will be deemed to be an original, and all of which counterparts will constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the TrustIssuer, the Owner Trustee Noteholders, the Indenture Trustee, the Trust Agent and the Indenture Collateral Agent Insurer in the Trust Property Contracts and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Trust Agent and the Security Insurer Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (aSection 9.02(a) above seriously misleading within the meaning of Section 9-402(7508(b) of the UCC, unless it shall have given the Owner TrusteeInsurer, the Trust Agent and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 days' prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall give the Owner TrusteeInsurer, the Trust Agent and the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office the state of organization of the Seller and the Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Contracts, and its principal executive office office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account and the Payahead Account in respect of such ReceivableContract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale under this Agreement of the Receivables Contracts to the TrustIssuer, the Servicer's master computer records (including any backup archives) that shall refer to any Receivable a Contract indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Contract and that the Receivable such Contract is owned by the Trust. Indication of the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, Issuer and only when, the Receivable has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables retail installment sales contracts or installment loan agreements to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture TrusteeTrust Agent, the Backup Servicer, Indenture Trustee and the Security Insurer and their respective agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyContract. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, the Indenture TrusteeTrust Agent, the Backup Servicer Indenture Trustee and the Security Insurer at any time upon request Insurer, within five Business Days, a list of all Receivables Contracts then held as part of the TrustTrust Property, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer's Certificates Distribution Date Statements furnished before such request indicating removal of Receivables Contracts from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner TrusteeTrust Agent, the Indenture Trustee and the Security Insurer simultaneously with Insurer: (i) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)hereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counselcounsel, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest.; and (jii) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, Date an Opinion of Counsel, dated as of a date during such 90-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended, within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Holders and Trustee and the Indenture Collateral Agent under this Agreement in the Trust Property and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. If Servicer fails to perform its obligations under this subsection, Trustee may (but shall not be obligated to) do so, at the expense of Servicer. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller Servicer in accordance with paragraph subsection (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Seller and Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustTrustee, the Servicer's master computer records (including any backup archives) that shall refer to any a Receivable indicate clearly (with reference to the particular trust) that the such Receivable is owned by the Trust. Indication of the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been shall be paid in full or repurchased by the Seller or Servicershall become a Purchased Receivable. (f) If at any time xxxx Xxxxxx, the Seller Transferor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables motor vehicle loans and/or retail installment sales contracts to any prospective purchaser, lender or other transferee, Seller, Transferor Servicer, as the Servicer case may be, shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or ServicerTrust. (g) The Servicer shall permit the Owner TrusteeUpon request, the Indenture Trustee, the Backup Servicer, the Security Insurer and their respective agentsat its expense, at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trusteewithin thirty days, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the each Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request pursuant to Section 3.9 indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (ih) The Seller and the Servicer shall deliver to Trustee upon the Owner TrusteeClosing Date, the Indenture Trustee and the Security Insurer simultaneously with upon the execution and delivery of each amendment, if any, of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel to Servicer either (ai) stating that, in the opinion of such Counselcounsel, all financing statements and continuation statements have been executed and filed that no filings or other action, other than the filings required in the appropriate filing offices as described in such opinion, are necessary fully to preserve perfect and protect maintain (A) the security interest of Trustee in the Financed Vehicles, subject to the exceptions stated therein, and (B) the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Propertyproceeds thereof against third parties, subject to the exceptions stated therein, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect perfect or complete the perfected status of such interest. (ji) The Servicer shall deliver to the Owner Trustee, the Indenture permit Trustee and its agents, at the Security Insurer, within 90 days expense of Trustee (except after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating thata Servicer Termination Event, in which case such cost will be at the opinion expense of such counselServicer), all financing statements at any time to inspect, audit and continuation statements have been executed make copies of and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent abstracts from Servicer's records regarding any Receivables then or previously included in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interestTrust.

Protection of Title to Trust Property. (a) The Servicer Depositor shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders and the Counterparties in the Trust Property Receivables and in the proceeds thereof. The Servicer Depositor shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent Trustee and the Security Insurer Securities Administrator file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Servicer nor the Trust The Depositor shall not change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller Depositor in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Securities Administrator at least 60 10 days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Servicer and the Trust The Depositor shall give the Owner Trustee, the Indenture Trustee and the Security Insurer Securities Administrator at least 60 ten (10) days' prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Master Servicer shall cause each Receivables Servicer, to the extent provided pursuant to the applicable Receivables Servicing Agreement, to maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Master Servicer shall cause each Receivables Servicer, to the extent provided pursuant to the applicable Receivables Servicing Agreement, to maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Master Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Master Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the The Master Servicer shall give cause each Receivables Servicer, to such prospective purchaserthe extent provided pursuant to the applicable Receivables Servicing Agreement, lender or other transferee computer tapesto, records or print-outs (including any restored from backup archives) thatupon receipt of reasonable prior notice, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or Servicer. (g) The Servicer shall permit the Depositor, the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Securities Administrator and their respective agents, agents at any time during normal business hours at the Master Servicer's expense to inspect, audit audit, and make copies of and to obtain abstracts from the Master Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (hg) The Master Servicer shall cause each Receivables Servicer, pursuant to the applicable Receivables Servicing Agreement, to furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer Trustee and the Security Insurer at any time upon request Securities Administrator, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of owned by the TrustIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Investor Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (ih) The Seller and For the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with purpose of facilitating the execution and delivery of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each amendment thereto of which counterparts shall be deemed to be an original, and upon the occurrence all of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee which counterparts shall constitute but one and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interestsame instrument. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer shall Seller will execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer shall Seller will deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller authorizes the Issuer and any assignee of the Issuer's rights in the Trust Property hereunder to file such financing statements and continuation statements. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall will change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have has given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five (5) days' prior written notice thereof, with a copy to the Rating Agencies, and shall has promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall will give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 sixty (60) days' prior written notice of any relocation change in its jurisdiction of its principal executive office if, as a result of such relocation, organization and will promptly file (and authorizes the applicable provisions Issuer and any assignee of the UCC would require the filing of any amendment Issuer hereunder to file) all amendments of any previously filed financing or continuation statement or of statements and any new financing statementstatement as may be necessary to continue the perfection of the Issuer 's interest in the Trust Property. The Servicer shall will at all times maintain each office from which it services Receivables will service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall will maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof Issuer, the Owner Trustee and the Indenture Trustee to know at any time review the relevant information with respect to each Receivable: the Principal Balance, APR, scheduled payment, maturity date and delinquency status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall will maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable will indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall will not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall will give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they refer in any manner whatsoever to any Receivable, will indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer shall Servicer, upon receipt of reasonable prior notice, will permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall will furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within twenty (20) Business Days, a list of all Receivables (by contract number) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Monthly Investor Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall will deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)Agreement, an Opinion of Counsel either (aA) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action is necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be is necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above will specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller will, to the extent required by applicable law, cause the Securities to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts will be deemed to be an original, and all of which counterparts will constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Depositor and the Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer financing statements referenced in the foregoing sentence will contain a statement to the following effect “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party”. The Depositor or the Seller, as applicable, shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither None of the SellerDepositor, the Seller or the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller or the Depositor in accordance with paragraph (a) above seriously misleading within the meaning of Section § 9-402(7) 506 of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 10 days' ’ prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statementsstatements described in paragraph (a) above. (c) Each of the SellerThe Depositor, the Servicer Seller and the Trust Servicer shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 ten (10) days' ’ prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's ’s master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust's ownership of Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on the Servicer's ’s computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's ’s records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of owned by the TrustIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's ’s Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such CounselCounsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Company shall execute each financing statement and continuation statement prepared by Servicer in accordance with this Section 10.2 and Servicer shall execute and file such financing statements and cause to be executed prepared for execution by Company and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Company nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section (S) 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 days' prior written notice thereof, thereof within 30 days after such change and shall promptly file filed appropriate amendments to all previously filed financing statements and or continuation statementsstatements within 60 days after any such change. (c) Each of the Seller, the Company and Servicer and the Trust shall give the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office within 30 days after any such relocation if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementstatement and shall promptly file any such amendment or new financing statement within 60 days after any such relocation. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in into the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) that the such Receivable is owned by the TrustIssuer. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the a Seller or purchased by Servicer. (f) If at any time the a Seller or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during the Servicer's normal business hours to inspect, audit and make copies at no charge of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within 30 Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Owner Trustee and Indenture Trustee, the Indenture Trustee and the Security Insurer simultaneously with promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (j) Company shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust Property. (a) The Servicer Depositor and the Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Depositor or the Seller, as applicable, shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither None of the SellerDepositor, the Seller or the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller or the Depositor in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 10 days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the SellerThe Depositor, the Servicer Seller and the Trust Servicer shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 ten (10) days' prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of owned by the TrustIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such CounselCounsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the TrustIssuer, the Owner Trustee Insurer, and the Indenture Collateral Agent Trustee under this Agreement in the Trust Property and in the proceeds thereofContracts. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither None of the SellerIssuer, the Seller or the Servicer nor the Trust shall change its name, identity identity, organizational structure or corporate structure jurisdiction of organization in any manner that would, could or might would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above “seriously misleading misleading” within the meaning of Section Sections 9-402(7) 506, 9-507 or 9-508 of the UCC, unless it shall have given the Owner TrusteeIssuer, the Insurer and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 days' ’ prior written notice thereofthereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) The Seller shall give the Issuer, the Insurer and the Indenture Trustee at least 60 days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall promptly file appropriate amendments have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements and continuation statements. (c) Each of the Seller, the Servicer and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of Americastatements described in paragraph (a) above. (d) The Servicer shall maintain accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account and the Payahead Account in respect of such ReceivableContract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and time to time after the time of sale conveyance under this Agreement of the Receivables Contracts to the TrustIssuer, the Servicer's ’s master computer records (including any backup archives) that refer to any Receivable a Contract shall indicate clearly (with reference to the particular trust) interest of the Issuer in such Contract and that the Receivable such Contract is owned by the Trust. Indication of the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, Issuer and only when, the Receivable has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicer. (g) The Servicer shall permit the Owner Trustee, pledged to the Indenture Trustee, the Backup Servicer, the Security Insurer and their respective agents, at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer Depositor and the Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Depositor or the Seller, as applicable, shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither None of the SellerDepositor, the Seller or the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller or the Depositor in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 10 days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the SellerThe Depositor, the Servicer Seller and the Trust Servicer shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 ten (10) days' prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each 37 Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of owned by the TrustIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such CounselCounsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Seller or purchased by Servicer. (f) If at any time the Seller xxxx Xxxxxx or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of Issuer and Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Seller or purchased by Servicer. (f) If at any time the Seller or the Xxxxxx xx Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of Issuer and Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. SALE AND SERVICING AGREEMENT 38 44 (j) Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law to fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) 503 of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased purchased by the Seller or Servicer. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within thirty (30) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of Issuer and Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect the interest of Issuer and Indenture Trustee in the Receivables.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law to fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) 503 of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased purchased by the Seller or Servicer. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer and their respective agents, at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer Depositor [and the Seller] shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Depositor [or the Seller, as applicable,] shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither None of the Depositor[, the Seller, ] or the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by [the Seller or] the Depositor in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 10 days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of The Depositor[, the Seller, ] and the Servicer and the Trust shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 ten (10) days' prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time [the Seller or or] the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Depositor, the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of owned by the TrustIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such CounselCounsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect perfect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to perfect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Holders and Trustee and the Indenture Collateral Agent under this Agreement in the Trust Property and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. If Servicer fails to perform its obligations under this subsection, Trustee may (but shall not be obligated to) do so, at the expense of Servicer. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller Servicer in accordance with paragraph subsection (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.any (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustTrustee, the Servicer's master computer records (including any backup archives) that shall refer to any a Receivable indicate clearly (with reference to the particular trust) that the such Receivable is owned by the Trust. Indication of the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been shall be paid in full or repurchased by the Seller or Servicershall become a Purchased Receivable. (f) If at any time the Seller timx Xxxxxx, xhe Transferor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables motor vehicle loans and/or retail installment sales contracts to any prospective purchaser, lender or other transferee, Seller, Transferor or Servicer, as the Servicer case may be, shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or ServicerTrust. (g) The Servicer shall permit the Owner TrusteeUpon request, the Indenture Trustee, the Backup Servicer, the Security Insurer and their respective agentsat its expense, at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trusteewithin thirty days, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the each Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request pursuant to Section 3.9 indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (ih) The Seller and the Servicer shall deliver to Trustee upon the Owner TrusteeClosing Date, the Indenture Trustee and the Security Insurer simultaneously with upon the execution and delivery of each amendment, if any, of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel to Servicer either (ai) stating that, in the opinion of such Counselcounsel, all financing statements and continuation statements have been executed and filed that no filings or other action, other than the filings required in the appropriate filing offices as described in such opinion, are necessary fully to preserve perfect and protect maintain (A) the security interest of Trustee in the Financed Vehicles, subject to the exceptions stated therein, and (B) the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables 73 79 and the other Trust Propertyproceeds thereof against third parties, subject to the exceptions stated therein, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect perfect or complete the perfected status of such interest. (ji) The Servicer shall deliver to the Owner Trustee, the Indenture permit Trustee and its agents, at the Security Insurer, within 90 days expense of Trustee (except after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating thata Servicer Termination Event, in which case such cost will be at the opinion expense of such counselServicer), all financing statements at any time to inspect, audit and continuation statements have been executed make copies of and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent abstracts from Servicer's records regarding any Receivables then or previously included in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interestTrust.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section (S) 9-402(7) of the UCC, unless it shall SALE AND SERVICING AGREEMENT 45 have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Seller or purchased by Servicer. (f) If at any time the Seller xxxx Xxxxxx or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, or any successor provision, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 thirty days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office or jurisdiction of organization, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Seller or purchased by Servicer. (f) If at any time the Seller xxxx Xxxxxx or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive retail receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year which commences more than four months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of Issuer and Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) Servicer shall cause Seller, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) 506 of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 10 days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 10 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of owned by the TrustIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such CounselCounsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive SALE AND SERVICING AGREEMENT office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Seller or purchased by Servicer. (f) If at any time the Seller or the Xxxxxx xx Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such CounselSALE AND SERVICING AGREEMENT 45 counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Issuer and Indenture Trustee and the Indenture Collateral Agent in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law to fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) 503 of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased purchased by the Seller or Servicer. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within thirty (30) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of Issuer and Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect the interest of Issuer and Indenture Trustee in the Receivables. (j) Servicer shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Seller or purchased by Servicer. (f) If at any time the Seller or the Xxxxxx xx Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of Issuer and Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) 507 of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' ’ prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each Neither the Seller nor the Servicer shall organize under the law of any jurisdiction other than the State under which each is organized as of the Seller, the Servicer and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days' ’ prior written notice of such action to its immediate and any relocation of its principal executive office ifintermediate transferee, as a result of such relocation, including the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementIndenture Trustee. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's ’s master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the Trust's ownership of Issuer’s and Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer's ’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Seller or purchased by Servicer. (f) If at any time the Seller xxxx Xxxxxx or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's ’s records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates ’s Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Seller, Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect perfect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than four months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to perfect the interest of Issuer and Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect such interest. (j) Servicer shall cause Seller, to the extent required by applicable law, to cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust Property. (a) The Servicer shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee and the Indenture Collateral Agent Trustee in the Trust Property and in the proceeds thereof. The Servicer shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent Trustee and the Security Insurer Xxxxxx file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Xxxxxx at least 60 days' prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Each of the Seller, the Servicer and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer Xxxxxx at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer's master computer records (including any backup archives) that refer to any Receivable indicate clearly (with reference to the particular trust) that the Receivable is owned by the Trust. Indication of the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been paid in full or repurchased by the Seller or Servicer. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Xxxxxx and their respective agents, at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer Xxxxxx at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer Xxxxxx simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent Trustee in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security InsurerXxxxxx, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 10 days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 10 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of owned by the TrustIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such CounselCounsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has been paid in full or repurchased by the Seller or Servicer. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer and their respective agents, at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.'s

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Seller or purchased by Servicer. (f) If at any time the Seller xxxx Xxxxxx or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Owner Trustee and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of Owner Trustee and Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust Property. (a) The Servicer Depositor shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Depositor shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent Trustee and the Security Insurer Securities Administrator file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Servicer nor the Trust The Depositor shall not change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller Depositor in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Securities Administrator at least 60 10 days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Servicer and the Trust The Depositor shall give the Owner Trustee, the Indenture Trustee and the Security Insurer Securities Administrator at least 60 ten (10) days' prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Master Servicer shall cause the Receivables Servicer, to the extent provided pursuant to the Receivables Servicing Agreement, to maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Master Servicer shall cause the Receivables Servicer, to the extent provided pursuant to the Receivables Servicing Agreement, to maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Master Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Master Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the The Master Servicer shall give cause the Receivables Servicer, to such prospective purchaserthe extent provided pursuant to the Receivables Servicing Agreement, lender or other transferee computer tapesto, records or print-outs (including any restored from backup archives) thatupon receipt of reasonable prior notice, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by the Seller or Servicer. (g) The Servicer shall permit the Depositor, the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Securities Administrator and their respective agents, agents at any time during normal business hours at the Master Servicer's expense to inspect, audit audit, and make copies of and to obtain abstracts from the Master Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (hg) The Master Servicer shall cause the Receivables Servicer, pursuant to the Receivables Servicing Agreement, to furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer Trustee and the Security Insurer at any time upon request Securities Administrator, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of owned by the TrustIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Investor Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (ih) The Seller and For the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with purpose of facilitating the execution and delivery of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each amendment thereto of which counterparts shall be deemed to be an original, and upon the occurrence all of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee which counterparts shall constitute but one and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interestsame instrument. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer shall Seller will execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer shall Seller will deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall will change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have has given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five (5) days' prior written notice thereof, with a copy to the Rating Agencies, and shall has promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall will give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will promptly file any such amendment or new financing statement. The Servicer shall will at all times maintain each office from which it services Receivables will service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall will maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Payahead Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall will maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable will indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall will not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall will give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs printouts (including any restored from backup back-up archives) that, if they refer in any manner whatsoever to any Receivable, will indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer shall Servicer, upon receipt of reasonable prior notice, will permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall will furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall will deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action is necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be is necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above will specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller will, to the extent required by applicable law, cause the Securities to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts will be deemed to be an original, and all of which counterparts will constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer shall Seller will execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer shall Seller will deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller authorizes the Issuer and any assignee of the Issuer's rights in the Trust Property hereunder to file such financing statements and continuation statements. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall will change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) 506 of the UCC, unless it shall have has given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five (5) days' prior written notice thereof, with a copy to the Rating Agencies, and shall has promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall will give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 sixty (60) days' prior written notice of any relocation change in its jurisdiction of its principal executive office if, as a result of such relocation, organization and will promptly file (and authorizes the applicable provisions Issuer and any assignee of the UCC would require the filing of any amendment Issuer hereunder to file) all amendments of any previously filed financing or continuation statement or of statements and any new financing statementstatement as may be necessary to continue the perfection of the Issuer 's interest in the Trust Property. The Servicer shall will at all times maintain each office from which it services Receivables will service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall will maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof Issuer, the Owner Trustee and the Indenture Trustee to know at any time review the relevant information with respect to each Receivable: the Principal Balance, APR, scheduled payment, maturity date and delinquency status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall will maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable will indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall will not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall will give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they refer in any manner whatsoever to any Receivable, will indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer shall Servicer, upon receipt of reasonable prior notice, will permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall will furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within twenty (20) Business Days, a list of all Receivables (by contract number) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Monthly Investor Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall will deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)Agreement, an Opinion of Counsel either (aA) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action is necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be is necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above will specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller will, to the extent required by applicable law, cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts will be deemed to be an original, and all of which counterparts will constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Depositor shall execute and file such financing statements and cause to be executed the Owner Trustee and filed the Issuer shall file such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Indenture Secured Parties in the Trust Property Receivables and in the proceeds thereof. The Servicer Depositor or Issuer, as applicable, shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Depositor hereby authorizes the Issuer and the Owner Trustee to file continuation statements on its behalf. (b) Neither the Seller, Depositor or the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller Issuer or the Owner Trustee in accordance with paragraph (a) above seriously misleading within the meaning of Section Sections 9-402(7) 506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer, the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 5 days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Depositor and the Servicer and the Trust shall give the Issuer, the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 ten (10) days' prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain (or shall cause the Receivables Servicers to maintain) accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its (or cause the Receivables Servicers to maintain their) computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's (or Receivables Servicers') master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, Indenture Trustee and its agents at any time during normal business hours at the Indenture Trustee, 's expense (which reasonable expense shall be reimbursed by the Backup Servicer, Issuer pursuant to Section 8.2(c) of the Security Insurer and their respective agents, at any time Indenture) to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer Depositor shall execute and file such financing statements and cause to be executed the Owner Trustee and filed the Issuer shall file such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Indenture Secured Parties in the Trust Property Receivables and in the proceeds thereof. The Servicer Depositor or Issuer, as applicable, shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Depositor hereby authorizes the Issuer and the Owner Trustee to file continuation statements on its behalf. (b) Neither the Seller, Depositor or the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller Issuer or the Owner Trustee in accordance with paragraph (a) above seriously misleading within the meaning of Section Sections 9-402(7) 506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer, the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 5 days' ’ prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Depositor and the Servicer and the Trust shall give the Issuer, the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 ten (10) days' ’ prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain (or shall cause the Receivables Servicers to maintain) accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its (or cause the Receivables Servicers to maintain their) computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's ’s (or Receivables Servicers’) master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee. Indication of the Trust's ownership of Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on the Servicer's ’s computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, its agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust Property. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon Indenture Trustee’s expense (which reasonable notice expense shall be reimbursed by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice Issuer pursuant to Section 10.2(b8.2(c) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust PropertyIndenture) to inspect, audit, and reciting make copies of and to obtain abstracts from the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interestServicer’s records regarding any Receivable. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five (5) days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Payahead Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with t he Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action is shall be necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust, the Owner Trustee Issuer and the interests of Indenture Collateral Agent Trustee in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, the Trustee and Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, the Seller nor Servicer nor the Trust shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) of the UCC, unless it shall have given the Owner Trustee, the Trustee and Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, the Seller and Servicer shall have an obligation to give Owner Trustee and the Trust shall give the Owner Trustee, the Indenture Trustee and the Security Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of Issuer and Indenture Trustee in such Receivable and that the such Receivable is owned by Issuer and has been pledged to Indenture Trustee pursuant to the TrustIndenture. Indication of the TrustIssuer's ownership of and Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Seller or purchased by Servicer. (f) If at any time the Seller or the Xxxxxx xx Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by the Seller or Servicerpledged to Indenture Trustee. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Owner Trustee and their respective agents, agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request at any time Owner Trustee or Indenture Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, Servicer shall furnish to the Owner Trustee, the Trustee or to Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trustowned by Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates Reports furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examinationIssuer. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of Issuer and Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading mislead- 55 60 ing within the meaning of Section ss. 9-402(7) of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five (5) days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Payahead Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action is shall be necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting re citing the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five (5) days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Payahead Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action is shall be necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting re citing the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest.. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary

Protection of Title to Trust Property. (a) The Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Noteholders in the Trust Property Receivables and in the proceeds thereof. The Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee, Trustee and the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller, Seller nor the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-402(7) of the UCC, unless it shall have given the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 five (5) days' prior written notice thereof, with a copy to the Rating Agencies, and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Seller and the Servicer and the Trust shall give the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Payahead Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale conveyance under this Agreement and under each Second Tier Subsequent Assignment of the Receivables to the TrustIssuer, the Servicer's master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer Trustee and their respective agents, agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Upon request, the Servicer shall furnish to the Owner Trustee, Trustee and the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request within twenty (20) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto thereto, and upon after the occurrence execution and delivery of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c)each Second Tier Subsequent Assignment, an Opinion of Counsel either (aA) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Collateral Agent Trustee in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action is shall be necessary to preserve and protect such interest.; and (j2) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Indenture Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bB) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust Property. (a) The Servicer Depositor shall execute and file such financing statements and cause to be executed the Indenture Trustee and filed the Issuer shall file such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Trust, the Owner Trustee Issuer and the Indenture Collateral Agent Trustee for the benefit of the Indenture Secured Parties in the Trust Property Receivables and in the proceeds thereof. The Servicer Depositor or Issuer, as applicable, shall deliver (or cause to be delivered) to the Owner Trustee, the Indenture Collateral Agent and the Security Insurer Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Depositor hereby authorizes the Issuer, the Indenture Trustee and the Owner Trustee to file continuation statements on its behalf. (b) Neither the Seller, Depositor or the Servicer nor the Trust shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller Indenture Trustee, the Issuer or the Owner Trustee in accordance with paragraph (a) above seriously misleading within the meaning of Section Sections 9-402(7) 506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer, the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 5 days' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements and or continuation statements. (c) Each of the Seller, The Depositor and the Servicer and the Trust shall give the Issuer, the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer at least 60 ten (10) days' prior written notice of any relocation of its principal executive office or change in the jurisdiction under whose laws it is formed if, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain (or shall cause the Receivables Servicers to maintain) accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its (or cause the Receivables Servicers to maintain their) computer systems so that, from and after the time of sale conveyance under this Agreement of the Receivables to the TrustIssuer, the Servicer's (or Receivables Servicers') master computer records (including any backup back-up archives) that refer to any a Receivable shall indicate clearly (with reference to the particular trust) clearly, by numerical code or otherwise, that the such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee. Indication of the TrustIssuer's ownership of and the Indenture Trustee's interest in a Receivable shall not be deleted from or modified on the Servicer's computer systems whenuntil, and only whenuntil, the Receivable has shall have been paid in full or repurchased by the Seller or Servicerrepurchased. (f) If at any time the Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold conveyed to and is owned by the Trust unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Seller or ServicerIndenture Trustee. (g) The Servicer Servicer, upon receipt of reasonable prior notice, shall permit the Owner Trustee, Indenture Trustee and its agents at any time during normal business hours at the Indenture Trustee, 's expense (which reasonable expense shall be reimbursed by the Backup Servicer, Issuer pursuant to Section 8.2(c) of the Security Insurer and their respective agents, at any time Indenture) to inspect, audit audit, and make copies of and to obtain abstracts from the Servicer's records regarding any Receivables or any other portion of the Trust PropertyReceivable. (h) The Servicer shall furnish to the Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security Insurer at any time upon request a list of all Receivables then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any list to the Seller. The Owner Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (i) The Seller and the Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (j) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no action shall be necessary to preserve and protect such interest.