Common use of Protection of Title to Trust Clause in Contracts

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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 Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Note Distribution Account. (d) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under the Trust Sale Agreement and the Second Step Receivables Assignment, 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, substituted or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (e) If at any time 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 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, substituted or repurchased by the Depositor or purchased by the Servicer. (f) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any 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. (g) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any 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 10.04. (h) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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 Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Note Distribution Account. (d) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under the Trust Sale Agreement and the Second Step Receivables Assignment, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (e) If at any time 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 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, substituted full or repurchased by the Depositor or purchased by the Servicer. (f) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any 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. (g) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any 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 10.04. (h) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepareexecute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or preparedexecuted, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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 Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) 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. (d) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under the Trust Sale Agreement and the Second Step Receivables Assignment, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (e) If at any time 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 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, substituted full or repurchased by the Depositor or purchased by the Servicer. (f) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (g) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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 10.04. (h) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepareexecute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or preparedexecuted, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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 Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) 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. (d) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentAssignment 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (e) If at any time 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 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, substituted full or repurchased by the Depositor or purchased by the Servicer. (f) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (g) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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 10.04. (h) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04. (h) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepareexecute, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or preparedexecuted, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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 Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) 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. (d) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentAssignment 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (e) If at any time 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 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, substituted full or repurchased by the Depositor or purchased by the Servicer. (f) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (g) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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 10.04. (h) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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 Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Note Distribution Account. (d) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under the Trust Sale Agreement and the Second Step Receivables Assignment, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (e) If at any time 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 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, substituted full or repurchased by the Depositor or purchased by the Servicer. (f) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (g) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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 10.04. (h) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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 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 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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. 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 10.04.Indenture Trustee: (hA) 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 (i) 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 (bii) no such action shall be necessary to preserve and protect such interest; and (B) 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 (i) 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 (ii) no such action is shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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. 29 (2018-B Sale and Servicing Agreement) (b) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (bc) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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 Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Note Distribution Account. (d) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentAssignment[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, substituted or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (e) If at any time 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 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, substituted or repurchased by the Depositor or purchased by the Servicer. (f) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any 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. (g) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any 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 10.04. (h) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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. 29 (2020-B Sale and Servicing Agreement) (b) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (bc) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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 Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Note Distribution Account. (d) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentAssignment[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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (e) If at any time 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 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, substituted full or repurchased by the Depositor or purchased by the Servicer. (f) The Servicer shall permit the the Indenture Trustee and the Owner Trustee and their respective agents at any 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. (g) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any 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 10.04. (h) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents.repurchased. 44 (2013-A Sale and Servicing Agreement) (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents.repurchased. 45 (2013-C Sale and Servicing Agreement) (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request a list of all Receivables (by contract number and 42 (200[ ]-[ ] Sale and Servicing Agreement) 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the 45 (2014-B Sale and Servicing Agreement) Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. 45 (2015-B Sale and Servicing Agreement) (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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 Estate.Receivable. 45 (2012-B Sale and Servicing Agreement) (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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 Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (c) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Note Distribution Account. (d) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentAssignment[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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents. (e) If at any time 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 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, substituted full or repurchased by the Depositor or purchased by the Servicer. (f) The Servicer shall permit the the Indenture Trustee and the Owner Trustee and their respective agents at any 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. (g) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any 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 10.04. (h) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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 Estate.Receivable. 45 (200[ ]-[ ] Sale and Servicing Agreement) (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents.repurchased. 45 (2013-B Sale and Servicing Agreement) (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.. 46 (2013-B Sale and Servicing Agreement)

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. 45 (2015-A Sale and Servicing Agreement) (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hi) 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.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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.. 43 (2005-A Sale and Servicing Agreement) (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hA) 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 (i) 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 (bii) no such action shall be necessary to preserve and protect such interest; and (B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the 44 (2005-A Sale and Servicing Agreement) 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 (i) 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 (ii) no such action is shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Servicer shall authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be authorized or prepared, 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 the Trust Sale Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Servicer 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) Neither the Depositor nor the Servicer shall change 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 insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. (cd) 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 the Note Distribution Accountin respect of each such Receivable. (de) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables under the Trust Sale Agreement and the Second Step Receivables AssignmentReceivables, 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, substituted full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documentsrepurchased. (ef) 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 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, substituted or repurchased by pledged to the Depositor or purchased by the ServicerIndenture Trustee. (fg) The Servicer shall permit the Indenture Trustee and the Owner Trustee its agents upon reasonable notice and their respective agents at any time, and the Asset Representations Reviewer after delivery of an Asset Representations Review Notice, 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. (gh) The Upon request, the Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any timeor the Indenture Trustee, and the Asset Representations Reviewer after delivery of an Asset Representations Review Noticewithin fifteen Business Days, upon request 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 10.04.Indenture Trustee: (hA) 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 (i) 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 (bii) no such action shall be necessary to preserve and protect such interest; and (B) 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 (i) 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 (ii) no such action is shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.