Common use of Protection of Title to Trust Clause in Contracts

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trustees 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 9.02(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least five ten (510) days’ prior written notice thereof and shall have promptly filed shall, within thirty (30) days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trustees at least 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 shall service Receivables, and its principal executive office, within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable the Receivables accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivablethe Receivables, 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 the Receivables and the amounts from time to time deposited in the Collection Account in respect of such ReceivableAccounts. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer’s 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 related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive automobile receivables to, (including light-duty trucks) to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: Trustees within ninety (i90) promptly days after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, beginning of each amendment heretofiscal year of the Issuer beginning with the first fiscal year more than three months after the Cutoff Date, an Opinion of Counsel Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve create and protect continue the interest of the Issuer and the Indenture Trustee Trustees 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) no such action shall be necessary to preserve and protect perfect such security interest, in each case also specifying . Each such Opinion of Counsel 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; and. (iih) within ninety (90) days after The Seller shall, to the beginning of each calendar year beginning extent required by applicable law, cause the Notes to be registered 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 90‑day period, stating that, in the opinion of such counsel, either (ACommission pursuant to Section 12(b) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest or Section 12(g) of the Issuer and Exchange Act within the Indenture Trustee time periods specified 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) no such action shall be necessary to preserve and protect such interestsections.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trustees 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 9.02(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least five (5) 30 days’ prior written notice thereof and shall have promptly filed shall, within 30 days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trustees at least sixty (60) 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 shall service Receivables, and its principal executive office, within the United States of AmericaStates. (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 ReceivableAccounts. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer’s 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 related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive motor vehicle receivables to, (including automobiles and light-duty trucks) to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or 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 Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and 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 Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateIssuer, 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 EstateIssuer. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeTrustees: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to fully to preserve and protect the interest of the Issuer and the Indenture Trustee Trustees 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) 90 days after the beginning of each calendar fiscal year of the Issuer beginning with the first calendar fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) 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 Trustees 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) 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) The 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. (a) The Seller Servicer shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Issuer, the Securityholders and of the Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral. (b) Neither the Seller Seller, the Trust Depositor nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above Section 4.02 seriously misleading within the meaning of Section 9‑507 and § 9-508 507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least five (5) 30 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer Trust Depositor shall have an obligation to give the Issuer, the Owner Trustee and the Indenture Trustee at least sixty (60) 30 days’ prior written notice of any relocation change in its state 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 statementincorporation. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive 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 in respect of such Receivableeach Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale transfer under this Agreement of the ReceivablesContracts, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer’s ownership of and the Indenture Trustee’s interest in a Receivable Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Contract shall have been paid in full or reacquired or shall have become a Liquidated Receivable or been repurchasedContract. (f) If at any time the Seller Trust Depositor or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, motorcycle conditional sales contracts or promissory note and security 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 printouts 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 transferred and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Owner Trustee and 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 Contract. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule List of Receivables Contracts and to each of the Servicer’s Certificates Monthly Reports furnished before such request indicating removal of Receivables Contracts from the Trust EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee: (i) each Rating Agency promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such each filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Servicer shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest interests of the Issuer Issuer, the Securityholders and of the Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral. (b) Neither the Seller Seller, the Trust Depositor nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above Section 4.02 seriously misleading within the meaning of Section 9‑507 and § 9-508 507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least five (5) 30 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer Trust Depositor shall have an obligation to give the Issuer, the Owner Trustee and the Indenture Trustee at least sixty (60) 30 days’ prior written notice of any relocation change in its state 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 statementincorporation. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive 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 in respect of such Receivableeach Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale transfer under this Agreement of the ReceivablesContracts, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer’s ownership of and the Indenture Trustee’s interest in a Receivable Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Contract shall have become a Liquidated Receivable been paid in full or reacquired or, in the case of the Indenture Trustee’s interest, when the Indenture shall have been repurchaseddischarged. (f) If at any time the Seller Trust Depositor or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, promissory notes and security 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 printouts 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 transferred and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Owner Trustee and 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 Contract. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule List of Receivables Contracts and to each of the Servicer’s Certificates most recent Monthly Report furnished before such request indicating any removal of Receivables Contracts from the Trust EstateCorpus. (hi) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee: (i) each Rating Agency, promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 9-507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (iA) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (iiB) within ninety (90) 90 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 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (iA) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (iiB) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trustees 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 9.02(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least five ten (510) days’ prior written notice thereof and shall have promptly filed shall, within thirty (30) days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trustees at least 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 shall service Receivables, and its principal executive office, within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable the Receivables accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivablethe Receivables, 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 the Receivables and the amounts from time to time deposited in the Collection Account in respect of such ReceivableAccounts. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer’s 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 related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive automobile receivables to, (including light-duty trucks) to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeTrustees: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to fully to preserve and protect the interest of the Issuer and the Indenture Trustee Trustees 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) days after the beginning of each calendar fiscal year of the Issuer beginning with the first calendar fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve create and protect continue the interest of the Issuer and the Indenture Trustee Trustees 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) no such action shall be necessary to perfect such security 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. (h) The 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (iA) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (iiB) within ninety (90) 90 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trustees 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 9.02(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least five thirty (530) days’ prior written notice thereof and shall have promptly filed shall, within thirty (30) days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trustees at least 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 shall service Receivables, and its principal executive office, within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable the Receivables accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivablethe Receivables, 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 the Receivables and the amounts from time to time deposited in the Collection Account in respect of such ReceivableAccounts. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer’s 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 related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive automobile receivables to, (including light-duty trucks) to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeTrustees: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to fully to preserve and protect the interest of the Issuer and the Indenture Trustee Trustees 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) days after the beginning of each calendar fiscal year of the Issuer beginning with the first calendar fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve create and protect continue the interest of the Issuer and the Indenture Trustee Trustees 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) no such action shall be necessary to perfect such security 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. (h) The 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trustees 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 9.02(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least five thirty (530) days’ prior written notice thereof and shall have promptly filed shall, within thirty (30) days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trustees at least 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 shall service Receivables, and its principal executive office, within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable the Receivables accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivablethe Receivables, 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 the Receivables and the amounts from time to time deposited in the Collection Account in respect of such ReceivableAccounts. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer’s 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 related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive automobile receivables to, (including light-duty trucks) to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeTrustees: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to fully to preserve and protect the interest of the Issuer and the Indenture Trustee Trustees 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) days after the beginning of each calendar fiscal year of the Issuer beginning with the first calendar fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) 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 Trustees 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) 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. (h) The 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trustees 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 9.02(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least five (5) 30 days’ prior written notice thereof and shall have promptly filed shall, within 30 days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trustees at least sixty (60) 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 shall service Receivables, and its principal executive office, within the United States of AmericaStates. (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 ReceivableAccounts. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer’s 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 related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive motor vehicle receivables to, (including automobiles and light-duty trucks) to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or 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 Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and 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 Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract account number and name Principal Balance of Obligoreach Receivable as of the Cutoff Date) then held as part of the Trust EstateIssuer, 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 EstateIssuer. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeTrustees: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to fully to preserve and protect the interest of the Issuer and the Indenture Trustee Trustees 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) 90 days after the beginning of each calendar fiscal year of the Issuer beginning with the first calendar fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) 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 Trustees 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) 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) The 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. (a) The Seller or Servicer, or both, shall execute authorize and file or cause to be filed such financing statements and cause to be executed authorized and filed such continuation 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 Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 506(b) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 60 days’ ' prior written notice of any relocation change in its jurisdiction of its principal executive office organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant 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 amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, jurisdiction of organization 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, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of these respective interests the Trust's and the 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 shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables to, 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 compact disks, records, or printouts 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 and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five (5) 10 Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the Schedule Schedules of Receivables and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) 90 days after the beginning of each calendar year beginning with commencing in the first calendar year beginning more than three months after the Cutoff Date2003, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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) The 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 9-507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to any Receivable shall indicate clearly the interest of the Issuer Issuer, the Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (iA) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (iiB) within ninety (90) 90 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 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 9-507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any backup archives) that refer to any Receivable shall indicate clearly the interest of the Issuer Issuer, the Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust Estate, 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 Owner Trust Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (iA) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (iiB) within ninety (90) 90 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 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Each of the Seller and the Servicer or both shall execute and file or cause to be filed 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 Issuer Certificateholders and of the Indenture Trustee under this Agreement in the Receivables and in the proceeds thereof. The Each of the Seller and the Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 9‑507 and 9-508 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of AmericaStates. (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 Accounts and any Payments Ahead held by the Servicer 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 ReceivablesReceivables to the Trustee, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer Trust in such Receivable and that such the Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in the Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable has been paid in full, repurchased or been repurchasedassigned pursuant to this Agreement. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive automobile and/or light duty truck receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts 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 and is owned by the Issuer and Trustee unless such Receivable has been pledged paid in full, repurchased or assigned pursuant to the Indenture Trusteethis Agreement. (g) The Servicer shall permit the Trustee and its agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Trust. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (i) stating that, in the opinion of such counselCounsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counselCounsel, either (A) 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) no such action shall be is necessary to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates 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. (k) This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 9‑507 and 9-508 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ ' prior written notice thereof thereof, with a copy to the Rating Agencies, and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.all

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 9-507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (iA) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (iiB) within ninety (90) 90 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 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and the interests of the Indenture Trustee Collateral Agent on behalf of the Noteholders, the Certificateholders and the Security Insurer in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Security Insurer, the Owner Trustee and the Indenture Trustee file‑stamped Collateral Agent 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 402(7) of the UCC, unless it shall have given the Security Insurer, the Owner Trustee and the Indenture Trustee at least five (5) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Security Insurer, stating either (A) 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 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) no such action shall be necessary to preserve and protect such interest. (c) Each of the Seller and the Servicer shall have an obligation to give the Security Insurer, the Owner Trustee and the Indenture Trustee at least sixty (60) 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service 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 ReceivablesReceivables to the Issuer, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Trustee on behalf of the Certificateholders, the Noteholders and the Security Insurer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer's and the 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 shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or 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 Issuer and has been pledged to the Indenture TrusteeTrustee on behalf of the Certificateholders, the Noteholders and the Security Insurer. (g) The Servicer shall permit the 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 Receivable or any other portion of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of the Trustee to perform any such acts. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Security Insurer, the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Security Insurer, the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this the Agreement and, if required pursuant to Section 10.0111.1, of each amendment heretoamendment, an Opinion of Counsel stating that, in the opinion of such counselCounsel, in form and substance reasonably satisfactory to the Security Insurer, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) 90 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 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (l) 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) The 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. (a) The Seller Servicer shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Issuer, the Securityholders, the Swap Counterparty and of the Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral. (b) Neither the Seller Seller, the Trust Depositor nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above Section 4.02 seriously misleading within the meaning of Section 9‑507 and § 9-508 507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least five (5) 30 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer Trust Depositor shall have an obligation to give the Issuer, the Owner Trustee and the Indenture Trustee at least sixty (60) 30 days’ prior written notice of any relocation change in its state 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 statementincorporation. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive 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 in respect of such Receivableeach Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale transfer under this Agreement of the ReceivablesContracts, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer’s ownership of and the Indenture Trustee’s interest in a Receivable Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Contract shall have been paid in full or reacquired or shall have become a Liquidated Receivable or been repurchasedContract. (f) If at any time the Seller Trust Depositor or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, motorcycle conditional sales contracts or promissory note and security 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 printouts 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 transferred and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Owner Trustee and 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 Contract. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule List of Receivables Contracts and to each of the Servicer’s Certificates Monthly Reports furnished before such request indicating removal of Receivables Contracts from the Trust EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee: (i) each Rating Agency promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such each filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Company and the Servicer shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Company and the Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 Company nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its their respective name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and (S) 9-508 4.02(7) of the UCC, unless it the Company or the Servicer, as the case may be, shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller The Company and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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 and the Payahead 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer’s 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 related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller Company or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or 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 Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and its agents to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable at any time during normal business hours upon reasonable notice. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff DateDate to occur, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) 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 o the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Company 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee Secured Parties in the Receivables Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Indenture Trustee [and the Indenture Trustee file‑stamped Insurer] 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 Issuer, the Seller nor or the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, State of incorporation or formation 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 (aSection 10.2(a) above seriously misleading within the meaning of Section 9‑507 9-506, Section 9-507 and Section 9-508 of the UCC, unless it shall have given the Owner Indenture Trustee [and the Indenture Trustee Insurer] at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Issuer and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee [and the Insurer] at least sixty (60) 60 days’ prior written notice of any relocation of its principal executive office or change of its State of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States (other than the State of AmericaLouisiana). (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 the Collection Account in respect of such ReceivableContract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesContracts to the Issuer, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. Indication of these respective interests in the Trust’s ownership of a Receivable Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts 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 (including by means of tagging) that such Receivable Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. (g) The Servicer shall permit the Indenture Trustee[, the 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 Contract. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture TrusteeTrustee [and the Insurer], within five (5) 20 Business Days, a list of all Receivables Contracts (by contract number and name of Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Indenture Trustee [and the Indenture TrusteeInsurer]: (i1) promptly after upon the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment heretothereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements (and releases of financing statements) and continuation statements have been executed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Contracts, and reciting the details of the expected filings thereof 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; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-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 the Issuer and the Indenture Trustee in the ReceivablesContracts, 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; such Opinion of Counsel shall also describe the execution and filing of any financing statements and continuation statements that will, in each case also specifying the opinion of such counsel, be required to preserve and protect the interest of the Indenture Trustee in the Contracts, until January 30 in the following calendar year. Each Opinion of Counsel referred to in clauses (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; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller or Servicer, or both, shall execute authorize and file or cause to be filed such financing statements and cause to be executed authorized and filed such continuation 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 Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and ss. 9-508 506(b) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 60 days’ ' prior written notice of any relocation change in its jurisdiction of its principal executive office organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant 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 amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, jurisdiction of organization 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, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of these respective interests the Trust's and the 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 shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables to, 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 compact disks, records, or printouts 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 and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five (5) ten Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the Schedule Schedules of Receivables and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) 90 days after the beginning of each calendar year beginning with commencing in the first calendar year beginning more than three months after the Cutoff Date2003, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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) The 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect fully the interest of the Issuer and of Noteholders, the Indenture Trustee and the Trust Collateral Agent in the Receivables Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trust Collateral Agent 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 Originator, the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, state of incorporation or formation 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 9‑507 and §9-508 506 or §9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least sixty (60) days’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivablesthe Loans and the related Contracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableLoan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableLoan and Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesLoans and the related Contracts to the Trust, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Loan or Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer Trust in such Receivable Loan or Contract and that such Receivable Loan or Contract is owned by the Issuer and has been pledged to Trust. The Servicer shall at all times maintain “control” within the Indenture Trusteemeaning of the UCC over the Contracts constituting electronic chattel paper. Indication of these respective interests in the Trust’s ownership of a Receivable Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Loan or Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableLoan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable prior notice, permit the Trust Collateral Agent and 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 Loan or Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trust Collateral Agent and the Indenture Trustee, within five twenty (520) Business Days, a list of all Receivables Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the schedule of Loans, Dealer Agreements, Purchase Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Loans or Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Trustee Trust Collateral Agent and the Indenture Trustee: (i1) promptly within thirty (30) days after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, end of each amendment heretocalendar quarter during the Revolving Period, beginning with the quarter ended June 30, 2024, an Opinion of Counsel, dated as of a date during such 30-day period, with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Seller Property sold by Credit Acceptance to the Seller during such calendar quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2024); and (2) within ninety (90) days after the beginning of each calendar year beginning with 2025, an Opinion of Counsel, dated as of a date during such 90-day period, stating that in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel stating thatshall also (i) describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully be required to preserve and protect the interest of the Issuer Indenture Trustee and the Indenture Trustee Trust Collateral Agent in the ReceivablesLoans and the related Contracts, until the 90th day in the following calendar year and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) no such action shall be necessary to preserve and protect such interest, in each case also specifying specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve and protect perfection of 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 calendar year to preserve perfection of 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. This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Datea faxed, an Opinion of Counselscanned, dated as of a date during such 90‑day period, stating that, in the opinion of such counsel, either (A) 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 givenphotocopied manual signature, or (Biii) no such action any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be necessary entitled to preserve conclusively rely upon, and protect shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such interestcounterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings and authentication of Notes when required under the UCC or other Signature Law due to the character or intended character of the writings.

Protection of Title to Trust. (a) The Seller or Servicer, or both, shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and section 9-508 402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (560) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 Relevant 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 amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service 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, Payahead Account, the Yield Supplement Account, the Reserve Account and the Supplemental Reserve 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 ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of these respective interests the Trust's and the 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 shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or light- or medium-duty truck receivables to, 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 compact disks, records, or printouts 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 and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five ten (510) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the Schedule Schedules of Receivables and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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, in each case also specifying any action necessary ; and (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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) The 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. (a) The Seller or Servicer, or both, shall execute authorize and file or cause to be filed such financing statements and cause to be executed authorized and filed such continuation 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 Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and ss. 9-508 506(b) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 60 days’ ' prior written notice of any relocation change in its jurisdiction of its principal executive office organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant 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 amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, jurisdiction of organization 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, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of these respective interests the Trust's and the 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 shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables to, 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 compact disks, records, or printouts 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 and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five (5) ten Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) 90 days after the beginning of each calendar year beginning with commencing in the first calendar year beginning more than three months after the Cutoff Date2002, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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) The 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. (a) The Seller Servicer shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Issuer, the Securityholders and of the Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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, the Trust Depositor nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 4.02(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 402(7) of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least five (5) 30 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Trust Depositor and the Servicer shall have an obligation to give the Issuer, the Owner Trustee and the Indenture Trustee at least sixty (60) 30 days’ ' prior written notice of any relocation of its the principal executive office of Harley-Davidson Credit or the Trust Depositor and the Servicer (in the case of notice provided by 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 and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States of AmericaStates. (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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 9-507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to any Receivable shall indicate clearly the interest of the Issuer Issuer, the Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller a. WFS shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee WFSRC3 in the Receivables Subsequent Contracts and in the proceeds thereof. The Seller WFS shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped WFSRC3 file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither b. WFS authorizes WFSRC3 to file such financing statements as may be required by law fully to preserve, maintain and protect the Seller nor interest of WFSRC3 in the Servicer Subsequent Contracts and in the proceeds thereof. c. WFS shall not change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure or place of incorporation in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 11(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee WFSRC3 at least five (5) 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer d. WFS shall have an obligation to give the Owner Trustee and the Indenture Trustee WFSRC3 at least sixty (60) 60 days’ ' prior written notice of any relocation of its the principal executive office of WFS 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 shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer e. WFS, so long as it is custodian hereunder, shall maintain or cause to be maintained accounts and records as to each Receivable Subsequent Contract 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 ReceivableSubsequent Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 9-507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to any Receivable shall indicate clearly the interest of the Issuer Issuer, the Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust Estate, 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 Owner Trust Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (iA) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and; (iiB) within ninety (90) 90 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 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest.; and

Protection of Title to Trust. (a) The Seller or Servicer, or both, shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and ss. 9-508 402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (560) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 Relevant 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 amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service 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, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of these respective interests the Trust's and the 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 shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables to, 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 compact disks, records, or printouts 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 and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five ten (510) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) days after the beginning of each calendar year beginning with commencing in the first calendar year beginning more than three months after the Cutoff Date2001, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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) The 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 9-507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (iA) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (iiB) within ninety (90) 90 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 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller or Servicer, or both, shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and section 9-508 402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (560) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 Relevant 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 amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service 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, Payahead Account, the Yield Supplement Account, the Reserve Account and the Supplemental Reserve 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 ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of these respective interests the Trust's and the 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 shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or light-duty truck receivables to, 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 compact disks, records, or printouts 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 and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five ten (510) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the Schedule Schedules of Receivables and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) days after the beginning of each calendar year beginning with commencing in the first calendar year beginning more than three months after the Cutoff Date2001, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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) The 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. (a) The Seller shall execute authorize and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.. 55 (NAROT 2019-B Sale and Servicing Agreement) (b) Neither the The Seller nor and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 shall service 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. (ed) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchasedpurchased by the Seller or NMAC. (fe) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Servicer shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest interests of the Issuer Issuer, the Securityholders[, the Swap Counterparty] and of the Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral. (b) Neither the Seller Seller, the Trust Depositor nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above Section 4.02 seriously misleading within the meaning of Section 9‑507 and § 9-508 507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least five (5) 30 days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer Trust Depositor shall have an obligation to give the Issuer, the Owner Trustee and the Indenture Trustee at least sixty (60) 30 days’ prior written notice of any relocation change in its state 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 statementincorporation. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive 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 in respect of such Receivableeach Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute authorize and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.. 55 (Nissan 2016-A Sale and Servicing Agreement) (b) Neither the The Seller nor and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 shall service 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. (ed) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchasedpurchased by the Seller or NMAC. (fe) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute authorize and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the The Seller nor and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate 56 (Nissan 2017-B Sale and Servicing Agreement) structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 shall service 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. (ed) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchasedpurchased by the Seller or NMAC. (fe) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect fully the interest of the Issuer and of Noteholders, the Indenture Trustee and the Trust Collateral Agent in the Receivables Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trust Collateral Agent 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 Originator, the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, state of incorporation or formation 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 9‑507 and §9-508 506 or §9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least sixty (60) days’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivablesthe Loans and the related Contracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableLoan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableLoan and Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesLoans and the related Contracts to the Trust, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Loan or Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer Trust in such Receivable Loan or Contract and that such Receivable Loan or Contract is owned by the Issuer and has been pledged to Trust. The Servicer shall at all times maintain “control” within the Indenture Trusteemeaning of the UCC over the Contracts constituting electronic chattel paper. Indication of these respective interests in the Trust’s ownership of a Receivable Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Loan or Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableLoan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable prior notice, permit the Trust Collateral Agent and 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 Loan or Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trust Collateral Agent and the Indenture Trustee, within five twenty (520) Business Days, a list of all Receivables Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the schedule of Loans, Dealer Agreements, Purchase Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Loans or Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Trustee Trust Collateral Agent and the Indenture Trustee: (i1) promptly within thirty (30) days after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, end of each amendment heretocalendar quarter during the Revolving Period, beginning with the quarter ended June 30, 2023, an Opinion of Counsel, dated as of a date during such 30-day period, with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Seller Property sold by Credit Acceptance to the Seller during such calendar quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2023); and (2) within ninety (90) days after the beginning of each calendar year beginning with 2024, an Opinion of Counsel, dated as of a date during such 90-day period, stating that in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel stating thatshall also (i) describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully be required to preserve and protect the interest of the Issuer Indenture Trustee and the Indenture Trustee Trust Collateral Agent in the ReceivablesLoans and the related Contracts, until the 90th day in the following calendar year and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) no such action shall be necessary to preserve and protect such interest, in each case also specifying specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve and protect perfection of 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 calendar year to preserve perfection of 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. This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Datea faxed, an Opinion of Counselscanned, dated as of a date during such 90‑day period, stating that, in the opinion of such counsel, either (A) 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 givenphotocopied manual signature, or (Biii) no such action any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be necessary entitled to preserve conclusively rely upon, and protect shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such interest.counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings and authentication of Notes when required under the UCC or other Signature Law due to the character or intended character of the writings. SECTION 11.03

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee Secured Parties in the Receivables Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Indenture Trustee file‑stamped Insurer 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 Issuer, the Seller nor or the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, State of incorporation or formation 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 (aSection 10.2(a) above seriously misleading within the meaning of Section 9‑507 9-506, Section 9-507 and Section 9-508 of the UCC, unless it shall have given the Owner Indenture Trustee and the Indenture Trustee Insurer at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Issuer and the Servicer shall have an obligation to give the Owner Indenture Trustee and the Indenture Trustee Insurer at least sixty (60) 60 days’ prior written notice of any relocation of its principal executive office or change of its State of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States (other than the State of AmericaLouisiana). (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 the Collection Account in respect of such ReceivableContract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesContracts to the Issuer, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. Indication of these respective interests in the Trust’s ownership of a Receivable Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts 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 (including by means of tagging) that such Receivable Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. (g) The Servicer shall permit the Indenture Trustee, the 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 Contract. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture TrusteeTrustee and the Insurer, within five (5) 20 Business Days, a list of all Receivables Contracts (by contract number and name of Obligor) then held as part of the Trust EstateEstate , together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Contracts from the Trust Estate. (hi) The Servicer Seller shall deliver to the Owner Indenture Trustee and the Indenture TrusteeInsurer: (i1) promptly after upon the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment heretothereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements (and releases of financing statements) and continuation statements have been executed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Contracts, and reciting the details of the expected filings thereof 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; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-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 the Issuer and the Indenture Trustee in the ReceivablesContracts, 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; such Opinion of Counsel shall also describe the execution and filing of any financing statements and continuation statements that will, in each case also specifying the opinion of such counsel, be required to preserve and protect the interest of the Indenture Trustee in the Contracts, until January 30 in the following calendar year. Each Opinion of Counsel referred to in clauses (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; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Transferor shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee Trust under this Agreement in the Receivables and in the proceeds thereof. The Seller Transferor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 Transferor nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 Transferor in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statementsthereof. (c) Each of the Seller The Transferor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 (in which case the Servicer shall promptly file any or cause to be filed such amendment or continuation statement or new financing statement). The Owner Trustee shall be permitted to waive the 60 day notice period to any shorter period; provided that such UCC financing statements or amendments have been filed on or before the effective date of any such waiver. The Servicer shall at all times maintain each office from which it shall service 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 Recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries Recoveries on (or TRUST AND SERVICING AGREEMENT 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 ReceivablesReceivables to the Owner Trustee, the Servicer’s electronic files which are maintained for 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly with reference to the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and particular trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Owner Trustee. Indication of these respective interests in the Owner Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller Transferor or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts 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 and is owned by the Issuer Owner Trustee and has been pledged to the Indenture Trustee. (g) Upon reasonable prior notice, the Servicer shall permit the Owner Trustee and 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 Receivable provided, that such inspection and audit shall not unreasonably interfere with the Servicer's daily business operations. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trustee, the Indenture TrusteeTrustee and the Insurer (so long as it is the Controlling Party), within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment heretothereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) 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 Owner Trustee in the Receivables, 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, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) 90 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 90‑day 90-day TRUST AND SERVICING AGREEMENT period, either (a) stating that, in the opinion of such counsel, either (A) 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 Owner 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) If the Back-up Servicer or the Standby Servicer is acting as the successor Servicer, it shall be reimbursed for any costs incurred by it in performing its duties pursuant to this Section.

Protection of Title to Trust. (a) The Seller shall execute and file file, or cause to be filed executed and filed, such financing statements and cause to be executed and filed such continuation 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 Issuer Trust, the Noteholders and of the Indenture Trustee under this Agreement in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 (aSection 12.2(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 402(7) of the UCCUCC or any successor provision, or otherwise require the filing of a financing statement or execution and delivery of an agreement to be bound by the terms of this Agreement, unless it the Seller, Servicer or successor entity shall have given the Owner Trustee and the Indenture Trustee at least five filed (5or cause to be filed) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed Uniform Commercial Code financing statements or continuation statementssuch agreement upon any of the stated events. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any relocation of its principal executive office ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office or jurisdiction of organization, 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 statement, then the Seller or the Servicer shall promptly file any or cause to be filed such amendment or continuation statement or new financing statementstatement within the period of time necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service 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 Note 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 ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly with reference to the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and particular Trust that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of these respective interests in the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased or purchased hereunder. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts 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 and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall permit the Owner Trustee and the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable to the extent permitted by applicable banking, privacy and other laws limiting such access. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates 's Notes furnished before such request indicating removal of Receivables from the Trust EstateTrust. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller and the Depositor shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such a manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller and/or the Depositor, as applicable, shall deliver (or cause to be delivered) delivered to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. In addition, the Seller and the Depositor hereby authorize the Issuer and the Indenture Trustee at any time and from time to time to prepare and file, at the Depositor's sole cost and expense, financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither None of the Seller nor Seller, the Depositor or the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 506(b) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Each of the Seller and the Depositor hereby gives the Issuer the authority to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Issuer (or the Indenture Trustee on behalf of the Issuer) may determine, in its sole discretion, are necessary or advisable to continue or amend the security interest granted to the Issuer and the Indenture Trustee herein. (c) Each of Seller, the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ ' prior written notice of (i) any relocation of its principal executive office ifregistered location or (ii) any change in the jurisdiction of its organization (including, as a result of such relocationwith respect to the Servicer, the applicable provisions of jurisdiction in which the UCC would require Servicer maintains its main office under its national banking association charter). In addition, 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 shall service 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 each 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) to each such Receivable and the amounts from time to time held by the Servicer or deposited in the Collection Account in respect of each 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such 's master computer records (including any backup archives) that refer to a Receivable and shall be coded to reflect that such Receivable is part of the portfolio of Receivables that is the subject of this Agreement and is owned by the Issuer and has been pledged Morgan Stanley Auto Loan Trust 2000-XX0 xxx xxxdged to the Indenture Trustee. Indication of these respective interests such Receivables' inclusion in a Receivable the portfolio shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the lien on the related Receivable shall have become a Liquidated Receivable or Financed Vehicle has been repurchasedreleased in accordance with the Basic Documents. (f) If at any time the Seller Depositor or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive motor vehicle receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon requestThe Servicer shall, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to without charge, permit the Indenture TrusteeTrustee and its agents upon reasonable notice and at any time during normal business hours, within five (5) Business Dayswhich does not unreasonably interfere with the Servicer's normal operations or customer or employee relations to, a list of all Receivables (by contract number and name of Obligor) then held as part at the expense of the Trust EstateIndenture Trustee (which reasonable expenses shall be reimbursed by the Issuer pursuant to Section 5.06(b)), together with a reconciliation inspect, audit and make copies of such list to the Schedule of Receivables and to each of abstracts from the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust Estate's records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of and each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (Ai) all financing statements and continuation statements have been executed and filed that are necessary to fully to preserve and protect the interest of the Issuer Trust 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 (Bii) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Cut-Off Date, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, stating that, in the opinion of such counsel, either (Ai) all financing statements and continuation statements have been executed and filed that are necessary to fully to preserve and protect the interest of the Issuer Trust 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 (Bii) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) or (ii) 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Certificateholders and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the The Seller nor and the Servicer shall notify the Trustee within 30 days after any change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 9‑507 and 9-508 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give notify the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any relocation of its principal executive office within 30 days after 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 statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain each office from which it shall service 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 Certificate 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 ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records that refer to a Receivable shall indicate clearly the interest of the Issuer Trust in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of these respective interests in the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) print-outs that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold to and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) Upon requestreceipt of a written request from the Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) 20 Business DaysDays after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such the list to the Schedule of Receivables attached hereto as SCHEDULE A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust EstateTrust. The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies and abstracts from the Servicer's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after upon the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment heretothereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect 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 preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) days after if requested by the beginning of each calendar year beginning with the first calendar year beginning Trustee, not more frequently than three months after the Cutoff Dateannually, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, either (A) stating that, in the opinion of such counsel, either (A) based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect 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 preserve and protect such interest. Each Opinion of Counsel referred to in clause (h)(i) or (h)(ii) 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. (a) The Seller or Servicer, or both, shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and ss. 9-508 402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (560) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 Relevant 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 amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Company shall execute such financing statements prepared by the Servicer and file or Servicer shall cause to be filed such financing statements executed, filed, recorded and cause to be executed and filed registered such continuation statementsand other statements or documents, all in such manner and in such places as may be required by law or deemed reasonably necessary by the Controlling Party fully to preserve, maintain and protect the interest of the Issuer Trust, the Insurer and of the Indenture Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereofthereof against all other Persons. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Indenture Trustee file‑stamped Insurer file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration or filing. Triad and the Company shall cooperate fully with the Servicer in connection with the obligations set forth above and shall execute any and all documents reasonably required to fulfill the intent of this SECTION 11.2(a). (b) Neither the Seller Company nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might would make any financing statement or continuation statement filed in accordance with paragraph SECTION 11.2 (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 the applicable provisions of the UCCUCC or any title statute, unless it shall have given the Owner Trustee Trustee, the Insurer and the Indenture Trustee at least five sixty (560) days’ days prior written notice thereof thereof, and shall have promptly filed file appropriate amendments to all previously filed financing statements or and continuation statements. (c) Each of the Seller Company and the Servicer shall have an obligation to give the Owner Trustee Trustee, the Insurer and the Indenture Trustee at least sixty (60) days’ 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 shall service Receivables, services 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 ReceivablesAgreement, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such 's master computer records (including any backup archives) that refer to any Receivable and indicate clearly that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of these respective interests in the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable Purchased Receivable, purchased in accordance with Section 10.1(a) hereof, a replaced Receivable, or shall have been repurchasedpaid in full. (f) If at any time the Seller Company or the Servicer (or any Subservicer appointed by the Servicer) shall propose proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, (other than the 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 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 Issuer and has been pledged to the Indenture Trustee. Trust (g) Upon request, the Servicer unless such Receivable shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Daysbecome a Purchased Receivable, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estatereplaced Receivable, 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 Estate. (h) The Servicer or shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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 paid 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interestfull).

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee Secured Parties in the Receivables Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Indenture Trustee file‑stamped Insurer 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 Issuer, the Seller nor or the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, State of incorporation or formation 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 (aSection 10.2(a) above seriously misleading within the meaning of Section 9‑507 9-506, Section 9-507 and Section 9-508 of the UCC, unless it shall have given the Owner Indenture Trustee and the Indenture Trustee Insurer at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Issuer and the Servicer shall have an obligation to give the Owner Indenture Trustee and the Indenture Trustee Insurer at least sixty (60) 60 days’ prior written notice of any relocation of its principal executive office or change of its State of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States (other than the State of AmericaLouisiana). (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 the Collection Account in respect of such ReceivableContract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesContracts to the Issuer, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. Indication of these respective interests in the Trust’s ownership of a Receivable Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts 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 (including by means of tagging) that such Receivable Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Each of the Seller, as to itself, or Servicer, as to itself, shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Certificateholders and of the Indenture Trustee in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. The Seller Each of the Seller, as to itself, or Servicer, as to itself, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and ss. 9-508 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee [Credit Enhancer] at least five (5) [five] days’ ' prior written notice thereof and thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statementsstatements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables and the other Trust Assets, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee [Credit Enhancer] at least 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 statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings, or new financing statement(B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service 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 Certificate Account and Payahead 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 ReceivablesReceivables to the Trustee, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer CPS Auto Grantor Trust 199[ ]-[ ] in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of these respective interests in the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts (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 to and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall permit the Trustee, [the Standby Servicer] and the [Credit Enhancer] and 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 Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee Trustee, [the Standby Servicer] or to the Indenture Trustee[Credit Enhancer], within five (5) [five] Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee[Credit Enhancer: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment heretohereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) 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, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) 90 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 90‑day period, 90-day period either (A) stating that, in the opinion of such counsel, either (A) 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, 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 simultaneously 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. (k) In the event any of the events described in Section 9.1 (iii) or (iv) shall have occurred, or in the event CPS shall have been removed or replaced as Servicer for any reason, then CPS and/or the Servicer shall immediately cause each Certificate of Title for a Financed Vehicle to be marked to reflect the security interest of the Trustee in the Financed Vehicle, and CPS hereby appoints the Trustee its attorney-in-fact to effect such marking, and the Trustee hereby accepts such appointment. The appointment of the Trustee hereunder shall not operate to relieve CPS and/or the Servicer of its obligations to xxxx each Certificate of Title under this provision. CPS shall be liable for all costs, fees and expenses incurred under this Section 12.2(k).

Protection of Title to Trust. (a) The Seller or Servicer, or both, shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and ss. 9-508 402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (560) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 Relevant 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 amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service 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, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of these respective interests the Trust's and the 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 shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables to, 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 compact disks, records, or printouts 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 and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five ten (510) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) days after the beginning of each calendar year beginning with commencing in the first calendar year beginning more than three months after the Cutoff Date2001, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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) The 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect fully the interest of the Issuer and of Noteholders, the Indenture Trustee and the Trust Collateral Agent in the Receivables Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trust Collateral Agent 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 Originator, the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, state of incorporation or formation or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in 88 accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and §9-508 506 or §9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least sixty (60) days’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivablesthe Loans and the related Contracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableLoan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableLoan and Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesLoans and the related Contracts to the Trust, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Loan or Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer Trust in such Receivable Loan or Contract and that such Receivable Loan or Contract is owned by the Issuer and has been pledged to Trust. The Servicer shall at all times maintain “control” within the Indenture Trusteemeaning of the UCC over the Contracts constituting electronic chattel paper. Indication of these respective interests in the Trust’s ownership of a Receivable Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Loan or Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableLoan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable prior notice, permit the Trust Collateral Agent and 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 Loan or Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trust Collateral Agent and the Indenture Trustee, within five twenty (520) Business Days, a list of all Receivables Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the schedule of Loans, Dealer Agreements, Purchase Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Loans or Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Trustee Trust Collateral Agent and the Indenture Trustee: (i1) promptly within thirty (30) days after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, end of each amendment heretocalendar quarter during the Revolving Period, beginning with the quarter ended March 31, 2024, an Opinion of Counsel, dated as of a date during such 30-day period, with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Seller Property sold by Credit Acceptance to the Seller during such calendar quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to March 31, 2024); and (2) within ninety (90) days after the beginning of each calendar year beginning with 2025, an Opinion of Counsel, dated as of a date during such 90-day period, stating that in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel stating thatshall also (i) describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully be required to preserve and protect the interest of the Issuer Indenture Trustee and the Indenture Trustee Trust Collateral Agent in the ReceivablesLoans and the related Contracts, until the 90th day in the following calendar year and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) no such action shall be necessary to preserve and protect such interest, in each case also specifying specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve and protect perfection of 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 calendar year to preserve perfection of 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. This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Datea faxed, an Opinion of Counselscanned, dated as of a date during such 90‑day period, stating that, in the opinion of such counsel, either (A) 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 givenphotocopied manual signature, or (Biii) no such action any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be necessary entitled to preserve conclusively rely upon, and protect shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such interestcounterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or 90 indorsement of writings and authentication of Notes when required under the UCC or other Signature Law due to the character or intended character of the writings.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Certificateholders and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the The Seller nor and the Servicer shall notify the Trustee within 30 days after any change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 9‑507 and 9-508 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give notify the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any relocation of its principal executive office within 30 days after 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 statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain each office from which it shall service 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 Certificate 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 ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records that refer to a Receivable shall indicate clearly the interest of the Issuer Trust in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of these respective interests in the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) print-outs that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold to and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) Upon requestreceipt of a written request from the Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) 20 Business DaysDays after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such the list to the Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust EstateTrust. The Servicer shall permit the Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies and abstracts from the Servicer's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after upon the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment hereto, an Opinion of Counsel based on the customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) days after if requested by the beginning of each calendar year beginning with the first calendar year beginning Trustee, not more frequently than three months after the Cutoff Dateannually, an Opinion of Counsel, dated as of a date during such 90‑day 90-day period, stating that, in the opinion of such counsel, based on customary assumptions and qualifications, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect 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) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (h)(i) or (h)(ii) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall ---------------------------- execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 9-507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show master computer records (including any backup archives) that refer to any Receivable shall indicate clearly the interest of the Issuer Issuer, the Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust Estate, 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 Owner Trust Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (iA) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (iiB) within ninety (90) 90 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 90‑day 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Each of the Seller and the Servicer or both shall execute and file or cause to be filed 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 interests of the Issuer Certificateholders, the Letter of Credit Bank, if any, and of the Indenture Trustee under the Agreement in the Receivables and in the proceeds thereof. The Each of the Seller and the Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 21.02(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 402(7) of the UCCUCC in effect in New York, unless it shall have given the Owner Trustee and the Indenture Trustee Letter of Credit Bank, if any, at least five (5) 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Letter of Credit Bank, if any, at least sixty (60) 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of AmericaStates. (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 Accounts and any Payments Ahead held by the Servicer in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this the Agreement of the ReceivablesReceivables to the Trustee, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer particular grantor trust in such Receivable and that such the Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in the Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable has been paid in full, repurchased or been repurchasedassigned pursuant to the Agreement. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive motor vehicle receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts 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 and is owned by the Issuer and Trustee unless such Receivable has been pledged paid in full, repurchased or assigned pursuant to the Indenture TrusteeAgreement. (g) The Servicer shall permit the Trustee and its agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Trust. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (i) stating that, in the opinion of such counselCounsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counselCounsel, either (A) 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) no such action shall be is necessary to preserve and protect such interest. (j) The Agreement may be executed simultaneously 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. (a) The Seller Each of the Depositor, as to itself, and the Servicer, as to itself, shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Certificateholders, the Trustee [and of the Indenture Trustee Certificate Insurer] in its interest in the Receivables and the other Trust Assets and in the proceeds thereof. The Seller Each of the Depositor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Owner Trustee [and the Indenture Trustee file‑stamped Certificate 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 Depositor nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and ss. 9-508 402(7) of the UCC, unless it shall have given the Owner Trustee Trustee, [the Certificate Insurer] and the Indenture Trustee other party at least five (5) thirty days’ ' prior written notice thereof and thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statementsstatements and shall have delivered an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables and the other Trust Assets, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee Trustee, the Certificate Insurer and the Indenture Trustee other party at least sixty (60) thirty 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 statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (A) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings, or new financing statement(B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain each office from which it shall service 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 Certificate Account and Payahead 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 ReceivablesReceivables to the Trustee, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Long Beach Acceptance Auto Receivables Trust 20__-_ in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of these respective interests in the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller Depositor or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts (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 to and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable notice, permit the Depositor, the Trustee, the Back-up Servicer [and the Certificate Insurer] and 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 Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee Depositor, the Trustee, the Back-up Servicer or to [the Indenture TrusteeCertificate Insurer], within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee [and the Indenture TrusteeCertificate Insurer]: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment heretohereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) 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; and 105 (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the [Initial] Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period either (A) stating that, in each case also specifying 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 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; and. (iij) within ninety (90) days after For the beginning purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Dateof which counterparts shall be deemed to be an original, an Opinion and all of Counsel, dated as of a date during such 90‑day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer which counterparts shall constitute but one 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) no such action shall be necessary to preserve and protect such interestsame instrument.

Protection of Title to Trust. (a) The Seller or Servicer, or both, shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and ss. 9-508 402(7) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (560) days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 Relevant 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 amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service 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, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of these respective interests the Trust's and the 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 shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive any automobile or sports-utility vehicle receivables to, 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 compact disks, records, or printouts 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 and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five ten (510) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii2) within ninety (90) days after the beginning of each calendar year beginning with commencing in the first calendar year beginning more than three months after the Cutoff Date2001, an Opinion of Counsel, dated as of a date during such 90‑day 90- day period, either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trust 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) The 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. (a) The Seller Servicer shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer Issuer, the Securityholders and of the Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral. (b) Neither the Seller Seller, the Trust Depositor nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 4.02(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least five (5) 30 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.. 62 (c) Each of the The Seller and the Servicer Trust Depositor shall have an obligation to give the Issuer, the Owner Trustee and the Indenture Trustee at least sixty (60) 30 days’ ' prior written notice of any relocation change in its state 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 statementincorporation. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive 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 in respect of such Receivableeach Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale transfer under this Agreement of the ReceivablesContracts, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer's ownership of and the Indenture Trustee's interest in a Receivable Contract shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable Contract shall have been paid in full or reacquired or shall have become a Liquidated Receivable or been repurchasedContract. (f) If at any time the Seller Trust Depositor or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, retail installment sales contracts 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 printouts 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 transferred and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Owner Trustee and 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 Contract. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to and the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule List of Receivables Contracts and to each of the Servicer’s Certificates Monthly Reports furnished before such request indicating removal of Receivables Contracts from the Trust EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee: (i) each Rating Agency promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such each filings or referring to prior Opinions of Counsel in which 63 such details are given, or (B) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of Noteholders, the Indenture Trustee and the Trust Collateral Agent in the Receivables Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trust Collateral Agent 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 Originator, the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, state of incorporation or formation 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 9‑507 and §9-508 506 or §9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least sixty (60) 60 days’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivablesthe Loans and the related Contracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableLoan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableLoan and Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesLoans and the related Contracts to the Trust, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Loan or Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer Trust in such Receivable Loan or Contract and that such Receivable Loan or Contract is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of these respective interests in the Trust’s ownership of a Receivable Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Loan or Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableLoan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable prior notice, permit the Trust Collateral Agent and 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 Loan or Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trust Collateral Agent and the Indenture Trustee, within five (5) twenty Business Days, a list of all Receivables Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the schedule of Loans, Dealer Agreements, Purchase Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Loans or Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Trustee Trust Collateral Agent and the Indenture Trustee: (i1) promptly after upon the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment heretothereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements (and releases of financing statements) and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Indenture Trustee and the Trust Collateral Agent in the Loans and the related Contracts, and reciting the details of the expected filings thereof 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; and (2) within 90 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 90-day period, either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Indenture Trustee and the Trust Collateral Agent in the ReceivablesLoans and the related Contracts, 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. Such Opinion of Counsel shall also describe the filing of any financing statements and continuation statements that will, in each case also specifying the opinion of such counsel, be required to preserve and protect the interest of the Indenture Trustee and the Trust Collateral Agent in the Loans and the related Contracts, until the 90th day in the following calendar year. 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 calendar year to preserve and protect such interest; and (ii) within ninety (90) days after the beginning perfection 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect fully the interest of the Issuer and of Noteholders, the Indenture Trustee and the Trust Collateral Agent in the Receivables Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trust Collateral Agent 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 Originator, the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, state of incorporation or formation 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 9‑507 and §9-508 506 or §9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least sixty (60) days’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivablesthe Loans and the related Contracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableLoan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableLoan and Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesLoans and the related Contracts to the Trust, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Loan or Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer Trust in such Receivable Loan or Contract and that such Receivable Loan or Contract is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of these respective interests in the Trust’s ownership of a Receivable Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Loan or Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableLoan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable prior notice, permit the Trust Collateral Agent and 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 Loan or Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trust Collateral Agent and the Indenture Trustee, within five twenty (520) Business Days, a list of all Receivables Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the schedule of Loans, Dealer Agreements, Purchase Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Loans or Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Trustee Trust Collateral Agent and the Indenture Trustee: (i1) promptly within thirty (30) days after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, end of each amendment heretocalendar quarter, beginning with the quarter ended March 31, 2012, an Opinion of Counsel, dated as of a date during such 30-day period, with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Conveyed Property transferred from Credit Acceptance to the Seller during such calendar quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to March 31, 2012); and (2) within ninety (90) days after the beginning of each calendar year beginning with 2013, an Opinion of Counsel, dated as of a date during such 90-day period, stating that in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel stating thatshall also (i) describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully be required to preserve and protect the interest of the Issuer Indenture Trustee and the Indenture Trustee Trust Collateral Agent in the ReceivablesLoans and the related Contracts, until the 90th day in the following calendar year and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) no such action shall be necessary to preserve and protect such interest, in each case also specifying specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve and protect perfection of such interest; and . Each Opinion of Counsel referred to in clause (iii)(1) within ninety or (90i)(2) days after above shall specify any action necessary (as of the beginning date of each such opinion) to be taken in the following 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 90‑day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest perfection 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) no such action shall be necessary 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect fully the interest of the Issuer and of Noteholders, the Indenture Trustee and the Trust Collateral Agent in the Receivables Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trust Collateral Agent 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 Originator, the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, state of incorporation or formation 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 9‑507 and §9-508 506 or §9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least sixty (60) days’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivablesthe Loans and the related Contracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableLoan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableLoan and Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesLoans and the related Contracts to the Trust, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Loan or Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer Trust in such Receivable Loan or Contract and that such Receivable Loan or Contract is owned by the Issuer and has been pledged to Trust. The Servicer shall at all times maintain “control” within the Indenture Trusteemeaning of the UCC over the Contracts constituting electronic chattel paper. Indication of these respective interests in the Trust’s ownership of a Receivable Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Loan or Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableLoan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable prior notice, permit the Trust Collateral Agent and 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 Loan or Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trust Collateral Agent and the Indenture Trustee, within five twenty (520) Business Days, a list of all Receivables Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the schedule of Loans, Dealer Agreements, Purchase Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Loans or Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Trustee Trust Collateral Agent and the Indenture Trustee: (i1) promptly within thirty (30) days after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, end of each amendment heretocalendar quarter during the Revolving Period, beginning with the quarter ended March 31, 2022, an Opinion of Counsel, dated as of a date during such 30-day period, with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Seller Property sold by Credit Acceptance to the Seller during such calendar quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to March 31, 2022); and (2) within ninety (90) days after the beginning of each calendar year beginning with 2022, an Opinion of Counsel, dated as of a date during such 90-day period, stating that in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel stating thatshall also (i) describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully be required to preserve and protect the interest of the Issuer Indenture Trustee and the Indenture Trustee Trust Collateral Agent in the ReceivablesLoans and the related Contracts, until the 90th day in the following calendar year and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) no such action shall be necessary to preserve and protect such interest, in each case also specifying specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve and protect perfection of 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 calendar year to preserve perfection of 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. This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Datea faxed, an Opinion of Counselscanned, dated as of a date during such 90‑day period, stating that, in the opinion of such counsel, either (A) 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 givenphotocopied manual signature, or (Biii) no such action any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be necessary entitled to preserve conclusively rely upon, and protect shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such interestcounterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings and authentication of Notes when required under the UCC or other Signature Law due to the character or intended character of the writings.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect fully the interest of the Issuer and of Noteholders, the Indenture Trustee and the Trust Collateral Agent in the Receivables Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trust Collateral Agent 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 Originator, the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, state of incorporation or formation 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 9‑507 and §9-508 506 or §9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least sixty (60) days’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivablesthe Loans and the related Contracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableLoan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableLoan and Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesLoans and the related Contracts to the Trust, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Loan or Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer Trust in such Receivable Loan or Contract and that such Receivable Loan or Contract is owned by the Issuer and has been pledged to Trust. The Servicer shall at all times maintain “control” within the Indenture Trusteemeaning of the UCC over the Contracts constituting electronic chattel paper. Indication of these respective interests in the Trust’s ownership of a Receivable Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Loan or Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableLoan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable prior notice, permit the Trust Collateral Agent and 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 Loan or Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trust Collateral Agent and the Indenture Trustee, within five twenty (520) Business Days, a list of all Receivables Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the schedule of Loans, Dealer Agreements, Purchase Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Loans or Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Trustee Trust Collateral Agent and the Indenture Trustee: (i1) promptly within thirty (30) days after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, end of each amendment heretocalendar quarter during the Revolving Period, beginning with the quarter ended September 30, 2017, an Opinion of Counsel, dated as of a date during such 30-day period, with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Seller Property sold by Credit Acceptance to the Seller during such calendar quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to September 30, 2017); and (2) within ninety (90) days after the beginning of each calendar year beginning with 2018, an Opinion of Counsel, dated as of a date during such 90-day period, stating that in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel stating thatshall also (i) describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully be required to preserve and protect the interest of the Issuer Indenture Trustee and the Indenture Trustee Trust Collateral Agent in the ReceivablesLoans and the related Contracts, until the 90th day in the following calendar year and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) no such action shall be necessary to preserve and protect such interest, in each case also specifying specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve and protect perfection of such interest; and . Each Opinion of Counsel referred to in clause (iii)(1) within ninety or (90i)(2) days after above shall specify any action necessary (as of the beginning date of each such opinion) to be taken in the following 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 90‑day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest perfection 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) no such action shall be necessary 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. (a) The Each of the Seller and the Servicer or both shall execute and file or cause to be filed 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 interests of the Issuer Certificateholders, the Letter of Credit Bank, if any, and of the Indenture Trustee under the Agreement in the Receivables and in the proceeds thereof. The Each of the Seller and the Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) 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 21.02(a) above seriously misleading within the meaning of Section 9‑507 and 9-508 402(7) of the UCCUCC in effect in New York, unless it shall have given the Owner Trustee and the Indenture Trustee Letter of Credit Bank, if any, at least five (5) 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Letter of Credit Bank, if any, at least sixty (60) 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of AmericaStates. (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 Accounts and any Payments Ahead held by the Servicer in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this the Agreement of the ReceivablesReceivables to the Trustee, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any back-up archives) that refer to any Receivable indicate clearly the interest of the Issuer particular grantor trust in such Receivable and that such the Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in the Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable has been paid in full, repurchased or been repurchasedassigned pursuant to the Agreement. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive motor vehicle receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts 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 and is owned by the Issuer and Trustee unless such Receivable has been pledged paid in full, repurchased or assigned pursuant to the Indenture TrusteeAgreement. (g) The Servicer shall permit the Trustee and its agents at any time to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Trust. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust EstateTrust, 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 EstateTrust. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment heretoto any financing statement, an Opinion of Counsel either (i) stating that, in the opinion of such counselCounsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counselCounsel, either (A) 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) no such action shall be is necessary to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates 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. (k) The Agreement may be executed simultaneously 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. (a) The Seller Servicer shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of Issuer, the Securityholders, the Indenture Trustee and the Owner Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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, the Trust Depositor nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 4.02(a) above seriously misleading within the meaning of Section 9‑507 and (S) 9-508 402(7) of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least five (5) 60 days’ ' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Trust Depositor and the Servicer shall have an obligation to give the Issuer, the Owner Trustee and the Indenture Trustee at least sixty (60) 60 days’ ' prior written notice of any relocation of its the principal executive office of any Seller, or the Trust Depositor or 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 statement, and the Servicer shall promptly file or cause to be filed any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive 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 in respect of such Receivableeach Contract. (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 ReceivablesContracts, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show 's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests the Issuer's ownership of and the Indenture Trustee's interest in a Receivable Contract shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable Contract shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased or substituted for. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee: (i) each Rating Agency promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such each filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and 9-508 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 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 shall service 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, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose 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 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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Servicer shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest interests of the Issuer and of Trustee under the Indenture Trustee Agreement in the Receivables and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped 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 nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing 108 statement or continuation statement filed by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9‑507 and ss. 9-508 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ 30 days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statementsthereof. (c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ 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 shall service 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 Certificate 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 the Agreement of the ReceivablesReceivables to the Trustee, the Servicer’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Issuer in such 's master computer records (including archives) that shall refer to a Receivable and indicate clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of these respective interests in the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full, repurchased, purchased or been repurchasedassigned pursuant hereto. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, a new or used automobile or light-duty truck to any prospective purchaser, lender creditor, or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender creditor, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to the Indenture Trustee. (g) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust Estate, 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 Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (ii) within ninety (90) 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary to preserve and protect such interest.109

Protection of Title to Trust. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect fully the interest of the Issuer and of Noteholders, the Indenture Trustee and the Trust Collateral Agent in the Receivables Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trust Collateral Agent 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 Originator, the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, state of incorporation or formation 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 9‑507 and §9-508 506 or §9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least sixty (60) days’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivablesthe Loans and the related Contracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableLoan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableLoan and Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesLoans and the related Contracts to the Trust, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Loan or Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer Trust in such Receivable Loan or Contract and that such Receivable Loan or Contract is owned by the Issuer and has been pledged to Trust. The Servicer shall at all times maintain “control” within the Indenture Trusteemeaning of the UCC over the Contracts constituting electronic chattel paper. Indication of these respective interests in the Trust’s ownership of a Receivable Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Loan or Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableLoan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable prior notice, permit the Trust Collateral Agent and 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 Loan or Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trust Collateral Agent and the Indenture Trustee, within five twenty (520) Business Days, a list of all Receivables Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the schedule of Loans, Dealer Agreements, Purchase Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Loans or Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Trustee Trust Collateral Agent and the Indenture Trustee: (i1) promptly within thirty (30) days after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, end of each amendment heretocalendar quarter during the Revolving Period, beginning with the quarter ended June 30, 2019, an Opinion of Counsel, dated as of a date during such 30-day period, with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Seller Property sold by Credit Acceptance to the Seller during such calendar quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2019); and (2) within ninety (90) days after the beginning of each calendar year beginning with 2020, an Opinion of Counsel, dated as of a date during such 90-day period, stating that in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel stating thatshall also (i) describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully be required to preserve and protect the interest of the Issuer Indenture Trustee and the Indenture Trustee Trust Collateral Agent in the ReceivablesLoans and the related Contracts, until the 90th day in the following calendar year and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) no such action shall be necessary to preserve and protect such interest, in each case also specifying specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve and protect perfection of such interest; and . Each Opinion of Counsel referred to in clause (iii)(1) within ninety or (90i)(2) days after above shall specify any action necessary (as of the beginning date of each such opinion) to be taken in the following 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 90‑day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest perfection 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) no such action shall be necessary 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect fully the interest of the Issuer and of Noteholders, the Indenture Trustee and the Trust Collateral Agent in the Receivables Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trust Collateral Agent 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 Originator, the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, state of incorporation or formation 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 9‑507 and §9-508 506 or §9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trust Collateral Agent at least sixty (60) days’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivablesthe Loans and the related Contracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableLoan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableLoan and Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesLoans and the related Contracts to the Trust, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Loan or Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer Trust in such Receivable Loan or Contract and that such Receivable Loan or Contract is owned by the Issuer and has been pledged to Trust. The Servicer shall at all times maintain “control” within the Indenture Trusteemeaning of the UCC over the Contracts constituting electronic chattel paper. Indication of these respective interests in the Trust’s ownership of a Receivable Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Loan or Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableLoan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable prior notice, permit the Trust Collateral Agent and 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 Loan or Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trust Collateral Agent and the Indenture Trustee, within five twenty (520) Business Days, a list of all Receivables Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the schedule of Loans, Dealer Agreements, Purchase Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Loans or Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Trustee Trust Collateral Agent and the Indenture Trustee: (i1) promptly within thirty (30) days after the execution and delivery of this Agreement and, if required pursuant to Section 10.01, end of each amendment heretocalendar quarter during the Revolving Period, beginning with the quarter ended June 30, 2017, an Opinion of Counsel, dated as of a date during such 30-day period, with respect to the creation of the Seller’s security interest under the Sale and Contribution Agreement, the creation of the Issuer’s security interest under the Sale and Servicing Agreement and the perfection and creation of the lien and security interest in favor of the Indenture Trustee in the Subsequent Seller Property sold by Credit Acceptance to the Seller during such calendar quarter (or in the case of the first such Opinion of Counsel, during the period from the Closing Date to June 30, 2017); and (2) within ninety (90) days after the beginning of each calendar year beginning with 2018, an Opinion of Counsel, dated as of a date during such 90-day period, stating that in the opinion of such counsel, the existing financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and any related continuation statement or amendment (the “Financing Statement”) will remain effective and no additional financing statements, continuation statements or amendments with respect to the Financing Statement (other than a continuation statement to be filed within the period that is six months prior to the expiration of the Financing Statement, as applicable) will be required to be filed from the date of such opinion through the date that is the one year anniversary of the date of such opinion to maintain the perfection of the security interest of the Indenture Trustee as such lien otherwise exists on the date of such opinion. Such Opinion of Counsel stating thatshall also (i) describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully be required to preserve and protect the interest of the Issuer Indenture Trustee and the Indenture Trustee Trust Collateral Agent in the ReceivablesLoans and the related Contracts, until the 90th day in the following calendar year and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) no such action shall be necessary to preserve and protect such interest, in each case also specifying specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to preserve and protect perfection of such interest; and . Each Opinion of Counsel referred to in clause (iii)(1) within ninety or (90i)(2) days after above shall specify any action necessary (as of the beginning date of each such opinion) to be taken in the following 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 90‑day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest perfection 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) no such action shall be necessary 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. (a) The Seller shall execute and file or cause to be filed such financing statements and cause to be executed and filed such continuation 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 Issuer and of Class A Noteholders, the Indenture Trustee and the Trust Collateral Agent in the Receivables Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file‑stamped Trust Collateral Agent 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 Originator, the Seller nor the Servicer shall change (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity identity, state of incorporation or formation 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 9‑507 and §9-508 506 or §9-507 of the UCC, unless it shall have given the Owner Trustee Trust Collateral Agent and the Indenture Trustee Class A Noteholders at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee Trust Collateral Agent and the Indenture Trustee Class A Noteholders at least sixty (60) 60 days’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any such relocationchange, 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 statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivablesthe Loans and the related Contracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableLoan and Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableLoan and Contract. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesLoans and the related Contracts to the Trust, the Servicer’s electronic files which are maintained for the purpose master computer records (including any back-up archives) that refer to a Loan or Contract shall indicate clearly (including by means of identifying retail installment sales contracts which have been transferred in connection with securitizations will show tagging) the interest of the Issuer Trust in such Receivable Loan or Contract and that such Receivable Loan or Contract is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of these respective interests in the Trust’s ownership of a Receivable Loan or Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Loan or Contract shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer (or any Subservicer appointed by the Servicer) shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, 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 printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableLoan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) The Servicer shall, upon reasonable prior notice, permit the Trust Collateral Agent and 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 Loan or Contract at the office of the Servicer in a reasonable manner. (h) Upon request, the Servicer shall furnish or cause to be furnished to the Owner Trustee or to Trust Collateral Agent, the Indenture TrusteeTrustee and the Class A Noteholders, within five (5) twenty Business Days, a list of all Receivables Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust EstateTrust, together with a reconciliation of such list to the schedule of Loans, Dealer Agreements, Purchase Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Loans or Contracts from the Trust EstateTrust. (hi) The Servicer Seller shall deliver to the Owner Trustee Trust Collateral Agent, the Swap Counterparty and the Indenture Trustee: (i1) promptly after upon the execution and delivery of this Agreement and, if required pursuant to Section 10.01, and of each amendment heretothereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements (and releases of financing statements) and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Indenture Trustee and the Trust Collateral Agent in the Loans and the related Contracts, and reciting the details of the expected filings thereof 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; and (2) within 90 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 90-day period, either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Indenture Trustee and the Trust Collateral Agent in the ReceivablesLoans and the related Contracts, 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. Such Opinion of Counsel shall also describe the filing of any financing statements and continuation statements that will, in each case also specifying the opinion of such counsel, be required to preserve and protect the interest of the Indenture Trustee and the Trust Collateral Agent in the Loans and the related Contracts, until the 90th day in the following calendar year. 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 calendar year to preserve and protect such interest; and (ii) within ninety (90) days after the beginning perfection 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 90‑day period, stating that, in the opinion of such counsel, either (A) 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) no such action shall be necessary 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.