Common use of Protection of Title to Trust Clause in Contracts

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor shall not change its State of formation or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables Assignments, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, Seller shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, Issuer and of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both Seller shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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(c) of the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee Trustees at least sixty (60) days 30 days’ prior written notice thereofthereof and shall, within 30 days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor Each of the Seller and the Servicer shall give the Indenture Trustee and the Owner Trustee Trustees at least sixty (60) days 60 days’ prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdictionrelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of 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, and Note Distribution AccountAccounts. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing EntityIssuer’s ownership of and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Issuer. (ji) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee Trustees: (1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee and the Owner 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 (bB) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal 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 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 is 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, Seller shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, Issuer and of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both Seller shall deliver (or cause to be delivered) to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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 ss. 9-506 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days' prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its principal executive office or change of its in the jurisdiction of formation in which it is organized if, as a result of such relocation or change of jurisdictionchange, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Standard Receivable or Fixed Value 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 Standard Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountDeposit Account in respect of such Standard Receivable or Fixed Value Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement of the Standard Receivables and the Second Step Receivables AssignmentsFixed Value Receivables, the Servicer’s 's master computer records (including any back-up backup archives) that refer to any a Standard Receivable or Fixed Value Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Standard Receivable or Fixed Value Receivable and that the such Standard Receivable or Fixed Value Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing Entity’s ownership of Issuer's and the Indenture Trustee's interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up backup archives) that, if they shall refer in any manner whatsoever to any Standard Receivable or Fixed Value Receivable, shall indicate clearly that such Standard Receivable or Fixed Value Receivable has been sold and is owned by the Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then Standard Receivable or previously included in the Owner Trust EstateFixed Value Receivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings 's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Trustee Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Owner Trustee and the Owner 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 (bB) 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 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 filed that are necessary fully to preserve and protect the interest of the 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 is 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or executeprepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executedprepared, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor shall not change its State of formation or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables Assignments, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, Seller shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, Issuer and of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both Seller shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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(c) of the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee Trustees at least sixty (60) days 30 days’ prior written notice thereofthereof and shall, within 30 days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor Each of the Seller and the Servicer shall give the Indenture Trustee and the Owner Trustee Trustees at least sixty (60) days 60 days’ prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdictionrelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of 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 Note Distribution Accountany 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 of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing EntityIssuer’s ownership of and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Issuer. (ji) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee Trustees: (1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Trustee and the Owner 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 (bB) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal 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 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 is 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, Seller shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, Issuer and of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both Seller shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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(c) of the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee Trustees at least sixty (60) days 30 days' prior written notice thereofthereof and shall, within 30 days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor Each of the Seller and the Servicer shall give the Indenture Trustee and the Owner Trustee Trustees at least sixty (60) days 60 days' prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdictionrelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of 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 Note Distribution Accountany 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 of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s 's master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing Entity’s ownership of Issuer'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 has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings 's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Issuer. (ji) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee Trustees: (1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Trustee and the Owner 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 (bB) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal 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 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 is 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or executeprepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executedprepared, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor shall not change its State of formation or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Account and the Note Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables AssignmentsAssignment, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full full, substituted or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full full, substituted or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any time time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Noteholders, the Certificateholders, the Indenture Trustee Certificateholders and the Issuing Entity Trustee under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or 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 Depositor in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice thereof. (c) The Depositor and the Servicer shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdictionrelocation, 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 (in which case the Servicer shall file or cause to be filed such amendment or continuation statement or new financing statement). The 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 services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountCertificate 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 under this Agreement and to the Second Step Receivables AssignmentsTrustee, the Servicer’s 's master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly with reference to the particular trust that the such Receivable is owned by the Issuing EntityTrustee. Indication of the Issuing Entity’s Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from 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 Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the ServicerTrustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings 's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Trustee in the Receivables and reciting the Owner 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 (2) within 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, 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 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 is shall be necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor shall not change its State of formation or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables AssignmentsAssignment of the Receivables, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity or organizational 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service 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 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing EntityIssuer’s ownership of interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within fifteen Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Trust. (i) Upon request, the Servicer shall furnish a copy of any such list deliver to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.Indenture Trustee: (ji) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner 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 (bB) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.; and

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor shall not change its State of formation or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables AssignmentsAssignment of the Receivables, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.the

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, Seller shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, Issuer and of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both Seller shall deliver (or cause to be delivered) to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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 § 9-506 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days’ prior written notice of any relocation of its principal executive office or change of its in the jurisdiction of formation in which it is organized if, as a result of such relocation or change of jurisdictionchange, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Standard Receivable or Fixed Value 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 Standard Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountDeposit Account in respect of such Standard Receivable or Fixed Value Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement of the Standard Receivables and the Second Step Receivables AssignmentsFixed Value Receivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Standard Receivable or Fixed Value Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Standard Receivable or Fixed Value Receivable and that the such Standard Receivable or Fixed Value Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing EntityIssuer’s ownership of and the Indenture Trustee’s interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up backup archives) that, if they shall refer in any manner whatsoever to any Standard Receivable or Fixed Value Receivable, shall indicate clearly that such Standard Receivable or Fixed Value Receivable has been sold and is owned by the Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then Standard Receivable or previously included in the Owner Trust EstateFixed Value Receivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Trustee Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Owner Trustee and the Owner 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 (bB) 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 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 filed that are necessary fully to preserve and protect the interest of the 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 is 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, both shall authorize or and/or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or and/or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity Owner Trustee under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State state of formation or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof. (c) The Each of the Depositor and the Servicer shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables AssignmentsAssignment of the Receivables, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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, the Noteholders, the CertificateholdersIndenture Trustee, the Indenture Trustee Trust Agent and the Issuing Entity under this Agreement and the Second Step Receivables Assignment Insurer in the Receivables Contracts and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Trust Agent and the Indenture Trustee and the Owner Trustee file-file- stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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 9-508(b) of the UCC, unless it shall have given the Indenture Trustee Insurer, the Trust Agent and the Owner Indenture Trustee at least sixty (60) days 60 days' prior written notice thereof. (c) The Depositor Seller and the Servicer shall give the Indenture Trustee Insurer, the Trust Agent and the Owner Indenture Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its principal executive office or change the state of its jurisdiction organization of formation the Seller and the Servicer if, as a result of such relocation or change of jurisdictionrelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Contracts, and its principal executive office office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account, Account and Note Distribution Accountthe Payahead Account in respect of such Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsContracts to the Issuer, the Servicer’s 's master computer records (including any back-up backup archives) that shall refer to any Receivable a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that the Receivable such Contract is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, Issuer and only when, the Receivable has been paid in full or repurchased by pledged to the Depositor or purchased by the Servicer in accordance with the terms of the Basic DocumentsIndenture Trustee. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables automotive retail installment sales contracts or installment loan agreements to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Owner Trustee, the Trust Agent, the Indenture Trustee and the Owner Trustee Insurer and their respective agents agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateContract. (ih) The Upon request, the Servicer shall furnish to the Owner Trustee, the Trust Agent, the Indenture Trustee and the Owner Trustee at any time upon request Insurer, within five Business Days, a list of all Receivables Contracts then held as part of the Owner Trust EstateProperty, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer’s Accountings Distribution Date Statements furnished before such request indicating removal of Receivables Contracts from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Trust Agent, the Indenture Trustee and the Owner Trustee Insurer: (i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Trustee Issuer and the Owner 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 (bB) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest; and (ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date an Opinion of Counsel, 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 authorized and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended, within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Noteholders, the Certificateholders, the Indenture Trustee Certificateholders and the Issuing Entity Trustee under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or 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 Depositor in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice thereof. (c) The Depositor and the Servicer shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdictionrelocation, 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 (in which case the Servicer shall file or cause to be filed such amendment or continuation statement or new financing statement). The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountCertificate 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 under this Agreement and to the Second Step Receivables AssignmentsTrustee, the Servicer’s 's master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly with reference to the particular trust that the such Receivable is owned by the Issuing EntityTrustee. Indication of the Issuing Entity’s Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from 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 Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the ServicerTrustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings 's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Trustee in the Receivables and reciting the Owner 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 (2) within 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, 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 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 is shall be necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or bothSeller shall file (and if required, as applicable, shall authorize or execute, as applicable, and file authorize) such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Noteholders, Issuer and the Certificateholders, interests of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both Seller shall deliver (or cause to be delivered) to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or its name, identity identity, corporate structure or structure jurisdiction of organization 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 9-506 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate new financing statements and/or amendments to all previously filed financing statements or continuation statements. (c) The Depositor Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty (60) 60 days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation organization if, as a result of such relocation or change of jurisdictionrelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementstatement and shall promptly file any such amendment or new financing statements as the case may be. The Servicer shall at all times maintain each office from which it services Receivables shall service 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, and Note Distribution AccountAccount in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing EntityIssuer’s ownership of and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full full, purchased or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle equipment receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Trustee Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Owner Trustee and the Owner 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 (bB) stating that, in the opinion of such counsel, no such action is 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 executed and filed that are necessary fully to preserve and protect the interest of the 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes Certificate and the Certificates Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g12 (g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereofConveyed Assets. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty (60) days five Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any relocation of its principal executive office additional jurisdiction or (ii) any change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, 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 and/or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer’s data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust 2011-A. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of such Receivable’s inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within 15 Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner Indenture Trustee in the ReceivablesConveyed Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following years to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity or organizational 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service 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 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing EntityIssuer’s ownership of interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within fifteen Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Trust. (i) Upon request, the Servicer shall furnish a copy of any such list deliver to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.Indenture Trustee: (ji) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner 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 (bB) no such action shall be necessary to preserve and protect such interest; and (ii) within 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 filed that are necessary to fully preserve and protect the interest of the 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 is shall be necessary to preserve and protect such interest. . 33 (k) To the extent required by law, the Depositor shall cause the Notes 2021-B Sale and 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.Servicing Agreement)

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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, the Noteholders, the CertificateholdersIndenture Trustee, the Indenture Trustee Trust Agent and the Issuing Entity under this Agreement and the Second Step Receivables Assignment Insurer in the Receivables Contracts and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee Trust Agent and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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 9-402(7) of the UCC, unless it shall have given the Indenture Trustee Insurer, the Trust Agent and the Owner Indenture Trustee at least sixty (60) days 60 days' prior written notice thereof. (c) The Depositor Seller and the Servicer shall give the Indenture Trustee Insurer, the Trust Agent and the Owner Indenture Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its the principal executive office or change of its jurisdiction of formation the Seller and the Servicer if, as a result of such relocation or change of jurisdictionrelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Contracts, and its principal executive office office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account, Account and Note Distribution Accountthe Payahead Account in respect of such Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsContracts to the Issuer, the Servicer’s 's master computer records (including any back-up backup archives) that shall refer to any Receivable a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that the Receivable such Contract is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, Issuer and only when, the Receivable has been paid in full or repurchased by pledged to the Depositor or purchased by the Servicer in accordance with the terms of the Basic DocumentsIndenture Trustee. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables automotive retail installment sales contracts or installment loan agreements to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Owner Trustee, the Trust Agent, the Indenture Trustee and the Owner Trustee Insurer and their respective agents agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateContract. (ih) The Upon request, the Servicer shall furnish to the Owner Trustee, the Trust Agent, the Indenture Trustee and the Owner Trustee at any time upon request Insurer, within five Business Days, a list of all Receivables Contracts then held as part of the Owner Trust EstateProperty, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer’s Accountings Distribution Date Statements furnished before such request indicating removal of Receivables Contracts from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Trust Agent, the Indenture Trustee and the Owner Trustee Insurer: (i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Trustee Issuer and the Owner 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 (bB) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest; and (ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date an Opinion of Counsel, 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 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended, within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereofConveyed Assets. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty five (605) days days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty five (605) days Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any relocation of its principal executive office additional jurisdiction or (ii) any change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, 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 and/or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer’s data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust 2024-A. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of such Receivable’s inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within fifteen (15) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner Indenture Trustee in the ReceivablesConveyed Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following years to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereofConveyed Assets. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty five (605) days days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty five (605) days Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any relocation of its principal executive office additional jurisdiction or (ii) any change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, 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 and/or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer’s data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust 2020-A. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of such Receivable’s inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within fifteen (15) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner Indenture Trustee in the ReceivablesConveyed Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following years to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Underlying Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables Contracts and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Owner Trustee and the Owner Indenture Trustee 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) The Neither the Seller, the Trust Depositor nor the Servicer shall not change its State of formation or 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 § 9-507 of the UCC, unless it shall have given the Indenture Issuer, the Owner Trustee, the Underlying Trustee and the Owner Indenture Trustee at least sixty (60) days 30 days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements. (c) The Seller and the Trust Depositor shall give the Indenture Issuer, the Owner Trustee, the Underlying Trustee and the Owner Indenture Trustee at least sixty (60) days 30 days’ prior written notice of any relocation change in its state of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, 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 statementincorporation. The Servicer shall at all times maintain each office from which it services Receivables shall service Contracts, and its principal executive office office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account, and Note Distribution AccountAccount in respect of each Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale of the Receivables transfer under this Agreement and of the Second Step Receivables AssignmentsContracts, the Servicer’s master computer records (including any back-up backup archives) that shall refer to any Receivable a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that the Receivable such Contract is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing EntityIssuer’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 Receivable has related Contract shall have been paid in full or repurchased by reacquired or, in the Depositor or purchased by the Servicer in accordance with the terms case of the Basic DocumentsIndenture Trustee’s interest, when the Indenture shall have been discharged. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Trust Depositor or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables promissory notes and security agreements to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateContract. (ih) The Upon request, the Servicer shall furnish to the Indenture Owner Trustee and the Owner Trustee at any time upon request Indenture Trustee, within five Business Days, a list of all Receivables Contracts then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Schedule List of Receivables Contracts and to each of the Servicer’s Accountings most recent Monthly Report furnished before such request indicating any removal of Receivables Contracts from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Corpus. (ji) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Owner Trustee each Rating Agency, promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Owner Trustee and the Owner 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 (bB) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or executeprepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executedprepared, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor shall not change its State of formation organization or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables Assignments, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity or organizational 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service 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 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing EntityIssuer’s ownership of interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or Each of the Seller and the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee Letter of Credit Bank, if any, and the Issuing Entity under this Agreement and the Second Step Receivables Assignment Trustee in the Receivables and in the proceeds thereof. The Depositor or Each of the Seller and the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor Seller and the Servicer shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its their respective principal executive office or change of its jurisdiction of formation offices if, as a result of such relocation or change of jurisdictionrelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statementstatement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it services Receivables shall service the 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, and Note Distribution AccountCertificate Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under the Agreement of the Receivables under this Agreement and to the Second Step Receivables AssignmentsTrustee, the Servicer’s 's master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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 particular grantor trust in such sections.Receivable and that such Receivable

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Noteholders, the Certificateholders, the Indenture Trustee Certificateholders and the Issuing Entity Trustee under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or 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 Depositor in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice thereof. (c) The Depositor and the Servicer shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdictionrelocation, 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 (in which case the Servicer shall file or cause to be filed such amendment or continuation statement or new financing statement). The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountCertificate 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 under this Agreement and to the Second Step Receivables AssignmentsTrustee, the Servicer’s 's master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly with reference to the particular trust that the such Receivable is owned by the Issuing EntityTrustee. Indication of the Issuing Entity’s Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender lender, or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or print-outs (including any restored from 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 Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the ServicerTrustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings 's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Trustee and Trustee: (1) Promptly after the Owner Trustee promptly after time of the execution and delivery of this Agreement and of each amendment thereto, and upon any resignation or removal of the Servicer, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Trustee in the Receivables and reciting the Owner 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 (2) Within 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, 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 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 is shall be necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereofConveyed Assets. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty (60) days five Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any relocation of its principal executive office additional jurisdiction or (ii) any change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, 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 and/or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer’s data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust 2013-A. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of such Receivable’s inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within 15 Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner Indenture Trustee in the ReceivablesConveyed Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following years to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereofConveyed Assets. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty (60) days five Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any relocation of its principal executive office additional jurisdiction or (ii) any change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, 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 and/or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer’s data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust 2014-A. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of such Receivable’s inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within 15 Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner Indenture Trustee in the ReceivablesConveyed Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following years to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereofConveyed Assets. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty five (605) days days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty five (605) days Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any relocation of its principal executive office additional jurisdiction or (ii) any change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, 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 and/or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer’s data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust 2022-A. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of such Receivable’s inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within fifteen (15) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner Indenture Trustee in the ReceivablesConveyed Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following years to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days' prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty (60) days five Business Days' prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer's data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s 's master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust [___]-[_]. Indication of such Receivable's inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within 15 Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings 's Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner 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) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following year to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, Seller shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, Issuer and of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both Seller shall deliver (or cause to be delivered) to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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 9-506 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days' prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its principal executive office or change of its in the jurisdiction of formation in which it is organized if, as a result of such relocation or change of jurisdictionchange, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Standard Receivable or Fixed Value 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 Standard Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountDeposit Account in respect of such Standard Receivable or Fixed Value Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement of the Standard Receivables and the Second Step Receivables AssignmentsFixed Value Receivables, the Servicer’s 's master computer records (including any back-up backup archives) that refer to any a Standard Receivable or Fixed Value Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Standard Receivable or Fixed Value Receivable and that the such Standard Receivable or Fixed Value Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing Entity’s ownership of Issuer's and the Indenture Trustee's interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up backup archives) that, if they shall refer in any manner whatsoever to any Standard Receivable or Fixed Value Receivable, shall indicate clearly that such Standard Receivable or Fixed Value Receivable has been sold and is owned by the Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then Standard Receivable or previously included in the Owner Trust EstateFixed Value Receivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings 's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Trustee Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Owner Trustee and the Owner 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 (bB) 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 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 filed that are necessary fully to preserve and protect the interest of the 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 is 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor shall not change its State of formation or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables AssignmentsAssignments of the Receivables, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity or organizational 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service 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 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing EntityIssuer’s ownership of interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents.repurchased. 30 (2022-B Sale and Servicing Agreement) (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within fifteen Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Trust. (i) Upon request, the Servicer shall furnish a copy of any such list deliver to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.Indenture Trustee: (ji) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner 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 (bB) no such action shall be necessary to preserve and protect such interest; and (ii) within 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 filed that are necessary to fully preserve and protect the interest of the 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 is shall be necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereofConveyed Assets. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty five (605) days days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty five (605) days Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any relocation of its principal executive office additional jurisdiction or (ii) any change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, 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 and/or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer’s data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust 2019-A. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of such Receivable’s inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within fifteen (15) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner Indenture Trustee in the ReceivablesConveyed Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following years to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereofConveyed Assets. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty (60) days five Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any relocation of its principal executive office additional jurisdiction or (ii) any change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, 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 and/or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer’s data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust 2016-A. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of such Receivable’s inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within 15 Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner Indenture Trustee in the ReceivablesConveyed Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following years to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor shall take all actions necessary to perfect, and maintain perfection of, the interests of the Issuing Entity and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Servicer Issuing Entity's interests are no longer perfected, such actions shall include but shall not be limited to the enforcement of Section 3.04 of this Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or boththe Issuing Entity specified in the immediately preceding sentence, as applicable, the Depositor shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preservepresent, maintain maintain, and protect the interest of the Noteholders, Issuing Entity and the Certificateholders, interest of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State name or type or jurisdiction of formation or its name, identity or 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 the UCC, organization unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days 30 days' prior written notice thereofthereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the security interest of the Issuing Entity or the Indenture Trustee in the Receivables is not adversely affected). (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service 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 Recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries Recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables Assignments, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid Account in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation respect of such list to the Schedule of Receivables and to each of the Servicer’s Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Receivable. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 NoteholdersIssuer, the CertificateholdersSecurityholders, the Indenture Trustee Trustee, the Trust Agent and the Issuing Entity under this Agreement and the Second Step Receivables Assignment Insurer in the Receivables Contracts and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee Trust Agent and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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 9-402(7) of the UCC, unless it shall have given the Indenture Trustee Insurer, the Trust Agent and the Owner Indenture Trustee at least sixty (60) days 60 days' prior written notice thereof. (c) The Depositor Seller and the Servicer shall give the Indenture Trustee Insurer, the Trust Agent and the Owner Indenture Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its the principal executive office or change of its jurisdiction of formation the Seller and the Servicer if, as a result of such relocation or change of jurisdictionrelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Contracts, and its principal executive office office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account, Account and Note Distribution Accountthe Payahead Account in respect of such Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsContracts to the Issuer, the Servicer’s 's master computer records (including any back-up backup archives) that shall refer to any Receivable a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that the Receivable such Contract is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, Issuer and only when, the Receivable has been paid in full or repurchased by pledged to the Depositor or purchased by the Servicer in accordance with the terms of the Basic DocumentsIndenture Trustee. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables automotive retail installment sales contracts or installment loan agreements to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Owner Trustee, the Trust Agent, the Indenture Trustee and the Owner Trustee Insurer and their respective agents agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateContract. (ih) The Upon request, the Servicer shall furnish to the Owner Trustee, the Trust Agent, the Indenture Trustee and the Owner Trustee at any time upon request Insurer, within five Business Days, a list of all Receivables Contracts then held as part of the Owner Trust EstateProperty, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer’s Accountings Distribution Date Statements furnished before such request indicating removal of Receivables Contracts from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Trust Agent, the Indenture Trustee and the Owner Trustee Insurer: (i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Trustee Issuer and the Owner 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 (bB) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest; and (ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date an Opinion of Counsel, 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 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes Certificates and the Certificates Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended, within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, both shall authorize or and/or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or and/or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity Owner Trustee under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof. (c) The Each of the Depositor and the Servicer shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables AssignmentsAssignment of the Receivables, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective 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 Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Trust and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Servicer Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or boththe Issuer specified in the immediately preceding sentence, as applicable, the Seller shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preservepresent, maintain maintain, and protect the interest of the Noteholders, Issuer and the Certificateholders, interest of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both Seller shall deliver (or cause to be delivered) to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State name or type or jurisdiction of formation or its name, identity or 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 the UCC, organization unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (6030) days days' prior written notice thereofthereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected). (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service 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 Recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries Recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountAccount in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s 's master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing Entity’s ownership of Issuer's interest (which interest has been acquired from the Seller) 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 has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables comparable with the Receivables, to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings 's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer Trust. (i) The Seller shall furnish a copy of any such list deliver to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.Indenture Trustee: (j1) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Trust and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been authorized executed and filed as filed, that are necessary fully to fully preserve perfect the interests of the Trust and protect the interest of the Indenture Trustee and the 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 is shall be necessary to preserve and protect perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect such interest. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereofConveyed Assets. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty five (605) days days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty five (605) days Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any relocation of its principal executive office additional jurisdiction or (ii) any change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, 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 and/or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer’s data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust 2023-A. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of such Receivable’s inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within fifteen (15) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner Indenture Trustee in the ReceivablesConveyed Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following years to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 NoteholdersIssuer, the CertificateholdersSecurityholders, the Indenture Trustee Trustee, the Trust Agent and the Issuing Entity under this Agreement and the Second Step Receivables Assignment Insurer in the Receivables Contracts and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee Trust Agent and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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 9-402(7) of the UCC, unless it shall have given the Indenture Trustee Insurer, the Trust Agent and the Owner Indenture Trustee at least sixty (60) days 60 days' prior written notice thereof. (c) The Depositor Seller and the Servicer shall give the Indenture Trustee Insurer, the Trust Agent and the Owner Indenture Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its the principal executive office or change of its jurisdiction of formation the Seller and the Servicer if, as a result of such relocation or change of jurisdictionrelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Contracts, and its principal executive office office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account, Account and Note Distribution Accountthe Payahead Account in respect of such Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsContracts to the Issuer, the Servicer’s 's master computer records (including any back-up backup archives) that shall refer to any Receivable a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that the Receivable such Contract is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, Issuer and only when, the Receivable has been paid in full or repurchased by pledged to the Depositor or purchased by the Servicer in accordance with the terms of the Basic DocumentsIndenture Trustee. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables automotive retail installment sales contracts to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Owner Trustee, the Trust Agent, the Indenture Trustee and the Owner Trustee Insurer and their respective agents agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateContract. (ih) The Upon request, the Servicer shall furnish to the Owner Trustee, the Trust Agent, the Indenture Trustee and the Owner Trustee at any time upon request Insurer, within five Business Days, a list of all Receivables Contracts then held as part of the Owner Trust EstateProperty, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer’s Accountings Distribution Date Statements furnished before such request indicating removal of Receivables Contracts from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Trust Agent, the Indenture Trustee and the Owner Trustee Insurer: (i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Trustee Issuer and the Owner 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 (bB) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest; and (ii) 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 executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes Certificates and the Certificates Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) -68- 73 or Section 12(g) of the Securities Exchange Act of 1934, as amended, within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, executed and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereofConveyed Assets. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity name or 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 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty five (605) days days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Each of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty five (605) days Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any relocation of its principal executive office additional jurisdiction or (ii) any change of its jurisdiction of formation organization (within the meaning of the UCC) if, as a result of such relocation or change of jurisdictionchange, 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 and/or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal chief 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) a person adequately trained in the reader thereof use of the Servicer’s data system 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable indicate clearly shall be coded to reflect that the such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuing EntityIndenture Trustee for BMW Vehicle Owner Trust 2018-A. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of such Receivable’s inclusion in the Issuing Entity’s ownership of a Receivable portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within fifteen (15) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been authorized executed and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner Indenture Trustee in the ReceivablesConveyed Assets, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (bii) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect such interest. . Each Opinion of Counsel referred to in clause (ki) To or (ii) of this paragraph shall specify any action necessary (as of the extent required by law, the Depositor shall cause the Notes and the Certificates date of such opinion) to be registered with taken in the Commission pursuant following years to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in preserve and protect such sectionsinterest.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, and filed such continuation and other 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 Noteholders, the Certificateholders, Issuer and the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) delivered to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State of formation or its name, identity or organizational 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days’ prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service 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 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 deposited in the Collection Account, and Note Distribution AccountAccount in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing EntityIssuer’s ownership of interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents.repurchased. 33 (2021-C Sale and Servicing Agreement) (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or the Indenture Trustee, within fifteen Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Certificates furnished before prior to such request indicating removal of Receivables from the Owner Trust Estate. Trust. (i) Upon request, the Servicer shall furnish a copy of any such list deliver to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.Indenture Trustee: (ji) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized and filed as that are necessary to fully preserve and protect the interest of the Indenture Trustee Trust and the Owner 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 (bB) no such action shall be necessary to preserve and protect such interest; and (ii) within 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 filed that are necessary to fully preserve and protect the interest of the 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 is shall be necessary to preserve and protect such interest. . 34 (k) To the extent required by law, the Depositor shall cause the Notes 2021-C Sale and 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.Servicing Agreement)

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, shall authorize or executeprepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executedprepared, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor shall not change its State of formation organization or its name, identity or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof. (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountAccount [, and Payment Ahead Servicing Account and any Payments Ahead held by the Service in respect of such Receivable]. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and the Second Step Receivables AssignmentsAssignment[s], the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any time time, and the Asset Representations Reviewer after an Asset Representations Review Notice, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time time, and the Asset Representations Reviewer after an Asset Representations Review Notice, upon request a list of all Receivables 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 Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor shall take all actions necessary to perfect, and maintain perfection of, the interests of the Issuing Entity and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Servicer Issuing Entity's interests are no longer perfected, such actions shall include but shall not be limited to the enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or boththe Issuing Entity specified in the immediately preceding sentence, as applicable, the Depositor shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preservepresent, maintain maintain, and protect the interest of the Noteholders, Issuing Entity and the Certificateholders, interest of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State name or type or jurisdiction of formation or its name, identity or 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 the UCC, organization unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days 30 days' prior written notice thereofthereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the security interest of the Issuing Entity or the Indenture Trustee in the Receivables is not adversely affected). (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service 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 Recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries Recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountAccount in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s 's master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuing Entity (which interest has been acquired from the Depositor) and the Indenture Trustee in such Receivable and that the such Receivable is owned by the Issuing EntityEntity and a security interest therein has been granted to the Indenture Trustee. Indication of the Issuing Entity’s ownership of 's interest (which interest has been acquired from the Depositor) 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 has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables comparable with the Receivables, to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable and a security interest therein has been paid in full or repurchased by granted to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateCollateral, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Servicer Reports furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer Collateral. (i) The Depositor shall furnish a copy of any such list deliver to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.Indenture Trustee: (j1) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Issuing Entity and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been authorized and filed as filed, that are necessary fully to fully preserve perfect the interests of the Issuing Entity and protect the interest of the Indenture Trustee and the 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 is shall be necessary to preserve and protect perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect such interest. (kj) To The Depositor shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, Seller shall authorize or execute, as applicable, execute and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, Issuer and of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both Seller shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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 9-402(7) of the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee Trustees at least sixty (60) days 30 days' prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor Each of the Seller and the Servicer shall give the Indenture Trustee and the Owner Trustee Trustees at least sixty (60) days 60 days' prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdictionrelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of 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 Note Distribution Accountany 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 of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s 's master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that the such Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing Entity’s ownership of Issuer'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 has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateIssuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings 's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Issuer. (ji) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee Trustees: (1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized executed and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Trustee and the Owner 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 (bB) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal 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 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 is 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor shall take all actions necessary to perfect, and maintain perfection of, the interests of the Issuing Entity and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Servicer Issuing Entity's interests are no longer perfected, such actions shall include but shall not be limited to the enforcement of Section 3.04 of this Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or boththe Issuing Entity specified in the immediately preceding sentence, as applicable, the Depositor shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserveperfect, maintain maintain, and protect the interest of the Noteholders, Issuing Entity and the Certificateholders, interest of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Depositor nor the Servicer shall not change its State name or type or jurisdiction of formation or its name, identity or 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 the UCC, organization unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days 30 days' prior written notice thereofthereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the security interest of the Issuing Entity or the Indenture Trustee in the Receivables is not adversely affected). (c) The Depositor shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service 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 Recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries Recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountAccount in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement and of the Second Step Receivables AssignmentsReceivables, the Servicer’s 's master computer records (including any back-up backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuing Entity (which interest has been acquired from the Depositor) and the Indenture Trustee in such Receivable and that the such Receivable is owned by the Issuing EntityEntity and a security interest therein has been granted to the Indenture Trustee. Indication of the Issuing Entity’s ownership of 's interest (which interest has been acquired from the Depositor) 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 has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables comparable with the Receivables, to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up 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 Issuing Entity unless such Receivable and a security interest therein has been paid in full or repurchased by granted to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust EstateReceivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateCollateral, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings Servicer Reports furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer Collateral. (i) The Depositor shall furnish a copy of any such list deliver to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.Indenture Trustee: (j1) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Issuing Entity and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been authorized and filed as filed, that are necessary fully to fully preserve perfect the interests of the Issuing Entity and protect the interest of the Indenture Trustee and the 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 is shall be necessary to preserve and protect perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect such interest. (kj) To The Depositor shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.

Protection of Title to Trust. (a) The Depositor Seller or the Servicer or both, as applicable, both shall authorize or and/or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or and/or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the Issuing Entity Owner Trustee under this Agreement and the Second Step Receivables Assignment Assignments in the Receivables and in the proceeds thereof. The Depositor Seller or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State state of formation organization or 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 the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) 60 days prior written notice thereof. (c) The Depositor Each of the Seller and the Servicer shall give the Indenture Trustee and the Owner Trustee at least sixty (60) 60 days prior written notice of any relocation of its principal executive office or change of its jurisdiction of formation incorporation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account, Certificate Distribution Account, and Payment Ahead Servicing Account 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 of the Receivables under this Agreement and the Second Step Receivables AssignmentsAssignment of the Receivables, the Servicer’s 's master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing EntityIssuer. Indication of the Issuing Entity’s Issuer's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor Seller or purchased by the Servicer in accordance with the terms of the Basic Documents. (f) In the event that the Servicer GMAC shall change the jurisdiction in which it is formed incorporated or otherwise enter into any transaction which would result in a “"new debtor” " (as defined in the UCC) succeeding to the obligations of the Servicer GMAC hereunder, the Servicer GMAC shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity Issuer unless such Receivable has been paid in full or repurchased by the Depositor Seller or purchased by the Servicer. (h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then or previously included in the Owner Trust Estate. (i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s 's Accountings furnished before such request indicating removal of Receivables from the Owner Trust EstateTrust. Upon request, the Servicer shall furnish a copy of any such list to the DepositorSeller. The Indenture Trustee, the Owner Trustee and the Depositor Seller shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Servicer shall deliver to the Indenture Trustee and the Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the Indenture Trustee and the 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 (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Depositor Seller shall cause the Notes and the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections.

Protection of Title to Trust. (a) The Depositor or the Servicer or both, as applicable, Seller shall authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or executed, as applicable, 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 Noteholders, the Certificateholders, Issuer and of the Indenture Trustee and the Issuing Entity under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Depositor or the Servicer or both Seller shall deliver (or cause to be delivered) to the Indenture Owner Trustee and the Owner Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Depositor Neither the Seller nor the Servicer shall not change its State of formation or 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 ss. 9-506 of the UCC, unless it shall have given the Indenture Owner Trustee and the Owner Indenture Trustee at least sixty (60) days five days' prior written notice thereofthereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Depositor Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee and the Owner Trustee at least sixty (60) days 60 days' prior written notice of any relocation of its principal executive office or change of its in the jurisdiction of formation in which it is organized if, as a result of such relocation or change of jurisdictionchange, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it services Receivables shall service Receivables, and its principal executive office office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Standard Receivable or Fixed Value 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 Standard Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution AccountDeposit Account in respect of such Standard Receivable or Fixed Value Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement of the Standard Receivables and the Second Step Receivables AssignmentsFixed Value Receivables, the Servicer’s 's master computer records (including any back-up backup archives) that refer to any a Standard Receivable or Fixed Value Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Standard Receivable or Fixed Value Receivable and that the such Standard Receivable or Fixed Value Receivable is owned by the Issuing EntityIssuer and has been pledged to the Indenture Trustee. Indication of the Issuing Entity’s ownership of Issuer's and the Indenture Trustee's interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable has shall have been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (f) In the event that the Servicer shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Depositor Seller or the Servicer proposes shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle automotive receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs printouts (including any restored from back-up backup archives) that, if they shall refer in any manner whatsoever to any Standard Receivable or Fixed Value Receivable, shall indicate clearly that such Standard Receivable or Fixed Value Receivable has been sold and is owned by the Issuing Entity unless such Receivable Issuer and has been paid in full or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (hg) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivables then Standard Receivable or previously included in the Owner Trust EstateFixed Value Receivable. (ih) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Owner Trust EstateTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings 's Certificates furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03Trust. (ji) The Servicer shall deliver to the Indenture Owner Trustee and the Owner Trustee Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized and filed as that are necessary fully to fully preserve and protect the interest of the Indenture Owner Trustee and the Owner 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 (bB) 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 Cutoff Date, an 44 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 filed that are necessary fully to preserve and protect the interest of the 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 is 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. (kj) To The Seller shall, to the extent required by applicable law, the Depositor shall cause the Notes and 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.