Common use of Protection of Title to Trust Clause in Contracts

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or Trustee, the Indenture TrusteeTrustee and, as to the case may beextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to perfect fully preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2017), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary to perfect fully preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause clauses (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Seller and nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) 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 file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any Receivable shall indicate clearly the interest of the Issuer Issuer, the Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyrequest, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the TrustOwner Trust Estate, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any ReceivableOwner Trust Estate. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon promptly after the execution and delivery of this Agreement and and, if required pursuant to Section 10.01, of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest;, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and (B) if requested by within 90 days after the Indenture Trustee or beginning of each calendar year beginning with the Owner Trustee, not first calendar year beginning more frequently than annuallythree months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest interests of the Issuer Issuer, the Securityholders and of the Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral. (b) The Seller and Neither the Seller, the Trust Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above Section 4.02 seriously misleading within the meaning of Section § 9-507(c) 507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 30 days’ prior written notice thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer Trust Depositor shall notify give the Issuer, the Owner Trustee and the Indenture Trustee at least 30 days’ prior written notice of any relocation of change in its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementincorporation. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Receivableeach Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale transfer under this Agreement of the Receivables to the TrustContracts, the Servicer’s master computer records (including any backup archives) that shall refer to any Receivable shall a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication Issuer’s ownership of these respective interests and the Indenture Trustee’s interest in a Receivable Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Contract shall have been paid in full or reacquired or shall have become a Liquidated Receivable or Contract or, in the case of the Indenture Trustee’s interest, when the Indenture shall have been repurchaseddischarged. (f) If at any time the Seller Trust Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, promissory notes and security agreements or retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold transferred and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Owner Trustee and its agents agents, at any time during normal business hours upon reasonable prior notice hours, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any ReceivableContract. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the List of Contracts and to the most recent Monthly Report furnished before such request indicating any removal of Contracts from the Trust Corpus. (i) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee: (A) upon each Rating Agency, promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) (i) within twelve months after the date of this Agreement, with a copy to each Rating Agency then rating Agency, an Opinion of Counsel either addressed to the NotesIndenture Trustee and the Owner Trustee or upon which the Indenture Trustee and the Owner Trustee may rely as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer, and (ii) if requested by a Rating Agency, with a copy to each Rating Agency, no less frequently than every twelve months (commencing on after delivery of the Closing DateOpinion of Counsel referred to in clause (i) above), a copy of an Opinion of Counsel, in substantially Counsel (which need not be addressed to or relied upon by the form delivered to Owner Trustee or the Rating Agencies on the Closing DateIndenture Trustee), either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Seller and nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section § 9-507(c) 506 of the UCC, unless it shall have given the Owner Trustee, the Indenture Trustee and the Backup Servicer at least five days’ prior written notice thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify have an obligation to give the Owner Trustee, the Indenture Trustee and the Indenture Trustee Backup Servicer at least 60 days’ prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, change in the jurisdiction in which it is organized if, as a result of such relocationchange, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Deposit Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication of these respective interests Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt The Servicer shall permit the Indenture Trustee and the Backup Servicer and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee, the Indenture Trustee or the Indenture Trustee, as the case may beBackup Servicer, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture TrusteeBackup Servicer: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust and the Indenture Owner Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C2) within 90 days after the beginning of each calendar year beginning with a copy to each Rating Agency then rating the Notes, no less frequently first calendar year beginning more than every twelve three months (commencing on after the Closing Cutoff Date), an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in substantially the form delivered to the Rating Agencies on the Closing Dateopinion of such counsel, either as (A) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the Servicer’s control interest of the Receivables evidenced by electronic contractsOwner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or as (B) no such action shall be necessary to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold preserve and serviced by the Servicer. (i) protect such interest. Each Opinion of Counsel referred to in clause (h)(A), (h)(B1) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Reserve Account and the Secondary Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2006), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Seller and nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-507(c402(7) 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 file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication of these respective interests Issuer's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust and the Indenture Owner Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C2) within 90 days after the beginning of each calendar year beginning with a copy to each Rating Agency then rating the Notes, no less frequently first calendar year beginning more than every twelve three months (commencing on after the Closing Cutoff Date), an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in substantially the form delivered to the Rating Agencies on the Closing Dateopinion of such counsel, either as (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s control interest of the Receivables evidenced by electronic contractsOwner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or as (B) no such action shall be necessary to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold preserve and serviced by the Servicer. (i) protect such interest. Each Opinion of Counsel referred to in clause (h)(A), (h)(B1) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph Section (a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2016), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days' prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States of America. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2006), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days' prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States of America. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s 's master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer's records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 20[__]), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller shall execute authorize and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.. 62 (Nissan 2014-B Sale and Servicing Agreement) (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest interests of the Issuer Issuer, the Securityholders and of the Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral. (b) The Seller and Neither the Seller, the Trust Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above Section 4.02 seriously misleading within the meaning of Section § 9-507(c) 507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 30 days’ prior written notice thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer Trust Depositor shall notify give the Issuer, the Owner Trustee and the Indenture Trustee at least 30 days’ prior written notice of any relocation of change in its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementincorporation. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Receivableeach Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale transfer under this Agreement of the Receivables to the TrustContracts, the Servicer’s master computer records (including any backup archives) that shall refer to any Receivable shall a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication Issuer’s ownership of these respective interests and the Indenture Trustee’s interest in a Receivable Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Contract shall have been paid in full or reacquired or shall have become a Liquidated Receivable or Contract or, in the case of the Indenture Trustee’s interest, when the Indenture shall have been repurchaseddischarged. (f) If at any time the Seller Trust Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, motorcycle conditional sales contracts or promissory note and security agreements to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold transferred and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Owner Trustee and its agents agents, at any time during normal business hours upon reasonable prior notice hours, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any ReceivableContract. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the List of Contracts and to the most recent Monthly Report furnished before such request indicating any removal of Contracts from the Trust Corpus. (i) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee: (A) upon each Rating Agency, promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such each filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2008), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest interests of the Issuer Issuer, the Securityholders and of the Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral. (b) The Seller and Neither the Seller, the Trust Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above Section 4.02 seriously misleading within the meaning of Section § 9-507(c) 507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 30 days’ prior written notice thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the The Seller and the Servicer Trust Depositor shall notify give the Issuer, the Owner Trustee and the Indenture Trustee at least 30 days’ prior written notice of any relocation of change in its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementincorporation. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Receivableeach Contract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale transfer under this Agreement of the Receivables to the TrustContracts, the Servicer’s master computer records (including any backup archives) that shall refer to any Receivable shall a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication Issuer’s ownership of these respective interests and the Indenture Trustee’s interest in a Receivable Contract shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable Contract shall have been paid in full or reacquired or shall have become a Liquidated Receivable or Contract or, in the case of the Indenture Trustee’s interest, when the Indenture shall have been repurchaseddischarged. (f) If at any time the Seller Trust Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, motorcycle conditional sales contracts or promissory notes and security agreements to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold transferred and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Owner Trustee and its agents agents, at any time during normal business hours upon reasonable prior notice hours, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any ReceivableContract. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the List of Contracts and to the most recent Monthly Report furnished before such request indicating any removal of Contracts from the Trust Corpus. (i) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee: (A) upon each Rating Agency, promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such each filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph Section (a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2015), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or Trustee, the Indenture TrusteeTrustee and, as to the case may beextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2016), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause clauses (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. Change of Name, Identity, Corporate Structure or Location of the Depositor, Etc. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer Depositor shall notify the Owner Trustee and the Indenture Trustee within 30 days after any not change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) 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 file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer The Depositor shall notify give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication of these respective interests Issuer's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or shall have become a Liquidated Receivable or been repurchasedPurchased Receivable. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive recreational vehicle receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold transferred to and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon , promptly after the execution and delivery of this Agreement Agreement, and of each amendment heretohereto and on each Monthly Payment Date occurring in September, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel (which may be an employee of the Servicer) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during . Each such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes and Certificates to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), a copy of an Opinion of Counsel, in substantially the form delivered Counsel (which need not be addressed to the Rating Agencies on Owner Trustee or the Closing DateIndenture Trustee), either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Company and the Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Certificateholders and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Company and the Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and Neither the Company nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-507(c402(7) of the UCC, unless the Company or the Servicer shall have given the Trustee at least five days' prior written notice of such change and shall have promptly file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller The Company and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain its principal executive office and each office from which it shall service Receivables, and its principal executive office, Receivables within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i1) 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 (ii2) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Distribution Account and Payahead Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in the Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the a Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt The Servicer shall permit the Trustee and its agents to inspect, audit and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer's records regarding any Receivable at any time during normal business hours upon reasonable notice. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon , promptly after the execution and delivery of this Agreement and and, if required pursuant to Section 12.01, of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect 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 shall be is necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (ij) Each Opinion of Counsel referred The Company shall, to in clause (h)(A)the extent required by applicable law, (h)(Bcause the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or (h)(CSection 12(g) above shall specify any action necessary (as of the date Securities Exchange Act of 1934 within the time periods specified in such Opinion of Counsel) to be taken in the following year to preserve and protect such interestsections.

Protection of Title to Trust. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-507(c402(7) 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 file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller Depositor and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Payahead Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication of these respective interests Issuer's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or The Servicer shall permit the Indenture Trustee, which request shall be made no more frequently than annuallythe Backup Servicer and their agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust and the Indenture Owner Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C2) within 90 days after the beginning of each calendar year beginning with a copy to each Rating Agency then rating the Notes, no less frequently first calendar year beginning more than every twelve three months (commencing on after the Closing Date), an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in substantially the form delivered to the Rating Agencies on the Closing Dateopinion of such counsel, either as (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s control interest of the Receivables evidenced by electronic contractsOwner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or as (B) no such action shall be necessary to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold preserve and serviced by the Servicer. (i) protect such interest. Each Opinion of Counsel referred to in clause (h)(A), (h)(B1) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-507(c402(7) 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 file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller Depositor and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Payahead Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication of these respective interests Issuer's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such a manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) 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 file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller Depositor and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least five Business Days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) to each such Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and be coded to reflect that such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Trustee for Huntington Auto Trust 2000-A. Indication of these respective interests such Receivable's inclusion in a Receivable the portfolio shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive motor vehicle receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt The Servicer shall permit the Indenture Trustee and its agents upon reasonable notice and at any time during normal business hours, which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations, to inspect, audit and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 fifteen Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before prior to such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (Ai) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 (Bii) no such action shall be necessary to preserve and protect such interest;; and (B) if requested by within 90 days after the Indenture Trustee or beginning of each calendar year beginning with the Owner Trustee, not first calendar year beginning more frequently than annuallythree months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, either (i) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 (Bii) no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi) or (h)(Cii) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any (Nissan 2005-A Sale and Servicing Agreement) 66 previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect the interest of the Trust and the Indenture Trustee in (Nissan 2005-A Sale and Servicing Agreement) 67 the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Issuing Entity and the interests of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (ba) The Seller and Neither the Depositor nor the Servicer shall notify (nor shall the Owner Trustee and the Indenture Trustee within 30 days after any Servicer permit an Originator to) change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-507(c402(7) of the UCC, unless it shall have given the Owner Trustee and the Trustee at least five days’ prior written notice thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements or continuation statements. (cb) Each of the Seller Depositor and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (dc) The Servicer shall (and shall cause each Originator with respect to the Related Receivables to) maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and Payahead Account in respect of such Receivable. (ed) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests the Issuing Entity’s and the Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or the Sponsor or purchased by the Servicer. (fe) If at any time the Seller Sponsor, the Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee. (f) The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (g) Upon receipt of a written request from at any time the Owner Trustee or the Indenture Trustee, which Trustee shall have reasonable grounds to believe that such request shall be made no more frequently than annuallyis necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment heretothereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within 120 days after the Indenture Trustee or beginning of each calendar year beginning with the Owner Trustee, not first calendar year beginning more frequently than annuallythree months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90120-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bl) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest. (i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of Issuer, the Noteholders, the Indenture Trustee Trustee, the Trust Agent and the Insurer in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee Trust Agent and the Indenture Trustee file-file- stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Seller and nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 9.02(a) above seriously misleading within the meaning of -76- 81 Section 9-507(c402(7) of the UCC, unless it shall have given the Insurer, the Trust Agent and shall promptly file appropriate amendments to all previously filed financing statements or continuation statementsthe Indenture Trustee at least 60 days' prior written notice thereof. (c) Each The Seller and the Servicer shall give the Insurer, the Trust Agent and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States of AmericaStates. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account and the Payahead Account in respect of such ReceivableContract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale under this Agreement of the Receivables Contracts to the TrustIssuer, the Servicer’s 's master computer records (including any backup archives) that shall refer to any Receivable shall a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, retail installment sales contracts or installment loan agreements to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Owner Trustee, the Trust Agent, the Indenture Trustee and its agents the Insurer and their respective agents, at any time during normal business hours upon reasonable prior notice hours, to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any ReceivableContract. (h) Upon request, the Servicer shall furnish to the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer, within five Business Days, a list of all Contracts then held as part of the Trust Property, together with a reconciliation of such list to the Schedule of Contracts and to each of the Distribution Date Statements furnished before such request indicating removal of Contracts from the Trust. (i) The Servicer shall deliver to the Owner Trust Agent, the Indenture Trustee and the Indenture TrusteeInsurer: (Ai) upon promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Issuer and the Indenture Trustee in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (Bii) if requested by within 90 days after the Indenture Trustee or beginning of each calendar year beginning with the Owner Trustee, not first calendar year beginning more frequently than annually, three months after the Closing Date an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Issuer and the Indenture Trustee in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (ij) Each Opinion of Counsel referred The Seller shall, to in clause (h)(A)the extent required by applicable law, (h)(Bcause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or (h)(CSection 12(g) above shall specify any action necessary (as of the date Securities Exchange Act of 1934, as amended, within the time periods specified in such Opinion sections. (k) For the purpose of Counsel) facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be taken in an original, and all of which counterparts shall constitute but one and the following year to preserve and protect such interestsame instrument.

Protection of Title to Trust. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Issuing Entity and the interests of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify (nor shall the Owner Trustee and the Indenture Trustee within 30 days after any Servicer permit an Originator to) change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-507(c402(7) of the UCC, unless it shall have given the Owner Trustee and the Trustee at least five days’ prior written notice thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller Depositor and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall (and shall cause each Originator with respect to the Related Receivables to) maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and Payahead Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests the Issuing Entity’s and the Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or the Sponsor or purchased by the Servicer. (f) If at any time the Seller Sponsor, the Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon receipt of a written request from at any time the Owner Trustee or the Indenture Trustee, which Trustee shall have reasonable grounds to believe that such request shall be made no more frequently than annuallyis necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment heretothereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within 120 days after the Indenture Trustee or beginning of each calendar year beginning with the Owner Trustee, not first calendar year beginning more frequently than annuallythree months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90120-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bl) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture TrusteeSwap Counterparty: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2008), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Company and the ---------------------------- Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Certificateholders and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Company and the Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and Neither the Company nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section (S) 9-507(c402(7) of the UCC, unless the Company or the Servicer shall have given the Trustee at least five days' prior written notice of such change and shall have promptly file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller The Company and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain its principal executive office and each office from which it shall service Receivables, and its principal executive office, Receivables within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i1) 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 (ii2) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Distribution Account and Payahead Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in the Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the a Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt The Servicer shall permit the Trustee and its agents to inspect, audit and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer's records regarding any Receivable at any time during normal business hours upon reasonable notice. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon , promptly after the execution and delivery of this Agreement and and, if required pursuant to Section 12.01, of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect 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 shall be is necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (ij) Each Opinion of Counsel referred The Company shall, to in clause (h)(A)the extent required by applicable law, (h)(Bcause the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or (h)(CSection 12(g) above shall specify any action necessary (as of the date Securities Exchange Act of 1934 within the time periods specified in such Opinion of Counsel) to be taken in the following year to preserve and protect such interestsections.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (Ai) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (Bii) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(CB) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the interests of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify (nor shall the Owner Trustee and the Indenture Trustee within 30 days after any Servicer permit an Originator to) change of 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 56 paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC, unless it shall have given the Owner Trustee and the Trustee at least five days' prior written notice thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller Depositor and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall (and shall cause each Originator with respect to the Related Receivables to) maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and Payahead Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests the Issuer's and the Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or the Sponsor or purchased by the Servicer. (f) If at any time the Seller Sponsor, the Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon receipt of a written request from at any time the Owner Trustee or the Indenture Trustee, which Trustee shall have reasonable grounds to believe that such request shall be made no more frequently than annuallyis necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment heretothereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within 120 days after the Indenture Trustee or beginning of each calendar year beginning with the Owner Trustee, not first calendar year beginning more frequently than annuallythree months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90120-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bl) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Reserve Account and the Secondary Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print- outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2005), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2005), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Reserve Account and the Secondary Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 20[__]), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(CB) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days' prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s 's master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer's records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2004), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.'s master

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-file- stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c402(7) of the Relevant UCC, and unless it shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify have given the Owner Trustee and the Indenture Trustee at least sixty (60) days' prior written notice thereof and shall have promptly filed such amendments to previously filed financing statements or continuation statements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) The Depositor and the Servicer shall give the Owner Trustee and the Indenture Trustee at least sixty (60) days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s 's master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer's records regarding any Receivable. (h) If the Seller has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2001), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualificationsCounsel, all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Certificateholders, the Insurer and of the Indenture Trustee under this Agreement in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Seller and nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity identity, or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC, unless it shall have given the Trustee and shall promptly file appropriate amendments to all previously filed financing statements or continuation statementsthe Insurer at least 60 days' prior written notice thereof. (c) Each The Seller and the Servicer shall give the Trustee and the Insurer at least 60 days' prior written notice of any relocation of the principal executive office of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Certificate Account and Payahead Account in respect of such ReceivableContract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale under this Agreement of the Receivables Contracts to the Trust, the Servicer’s 's master computer records (including any back-up archives) that shall refer to any Receivable shall a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Trustee as trustee of the Receivables constituting electronic chattel paperTrust. Indication of these respective interests in the Trustee's ownership of a Receivable Contract shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable Contract shall have been paid in full or repurchased or shall have become a Liquidated Receivable or been repurchasedContract. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, retail installment sales contracts to any prospective purchaser, lender lender, or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender lender, or other transferee computer tapes, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) Upon receipt The Servicer shall permit the Trustee, the Insurer and their respective agents at any time during normal business hours to inspect, audit, and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer's records regarding any Contract. (h) Upon request, the Servicer shall furnish to the Owner Trustee or and the Indenture Trustee, as the case may beInsurer, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) Contracts then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A Contracts and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables Contracts from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeInsurer: (Ai) upon promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Trustee and the Indenture Trustee Insurer in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest;; and (Bii) if requested by within 90 days after the Indenture Trustee or beginning of each calendar year beginning with the Owner Trustee, not first calendar year beginning more frequently than annually, three months after the Cut-Off Date an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust and the Indenture Trustee in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (ij) Each Opinion of Counsel referred The Seller shall, to in clause (h)(A)the extent required by applicable law, (h)(Bcause the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or (h)(CSection 12(g) above shall specify any action necessary (as of the date Securities Exchange Act of 1934, as amended, within the time periods specified in such Opinion sections. (k) For the purpose of Counsel) facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be taken in an original, and all of which counterparts shall constitute but one and the following year to preserve and protect such interestsame instrument.

Protection of Title to Trust. (a) The Seller Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Certificateholders, the Insurer and of the Indenture Trustee under this Agreement in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Seller and nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity identity, or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC, unless it shall have given the Trustee and shall promptly file appropriate amendments to all previously filed financing statements or continuation statementsthe Insurer at least 60 days' prior written notice thereof. (c) Each The Seller and the Servicer shall give the Trustee and the Insurer at least 60 days' prior written notice of any relocation of the principal executive office of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States of America. (d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Certificate Amount and Payahead Account in respect of such ReceivableContract. (e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale under this Agreement of the Receivables Contracts to the Trust, the Servicer’s 's master computer records (including any back-up archives) that shall refer to any Receivable shall a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Trustee as trustee of the Receivables constituting electronic chattel paperTrust. Indication of these respective interests in the Trustee's ownership of a Receivable Contract shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable Contract shall have been paid in full or repurchased or shall have become a Liquidated Receivable or been repurchasedContract. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, retail installment sales contracts to any prospective purchaser, lender lender, or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender lender, or other transferee computer tapes, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. (g) Upon receipt The Servicer shall permit the Trustee and the Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer's records regarding any Contract. (h) Upon request, the Servicer shall furnish to the Owner Trustee or and the Indenture Trustee, as the case may beInsurer, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) Contracts then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A Contracts and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables Contracts from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeInsurer: (Ai) upon promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust Trustee and the Indenture Trustee Insurer in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest;; and (Bii) if requested by within 90 days after the Indenture Trustee or beginning of each calendar year beginning with the Owner Trustee, not first calendar year beginning more frequently than annually, three months after the Cut-Off Date an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust and the Indenture Trustee in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (ij) Each Opinion of Counsel referred The Seller shall, to in clause (h)(A)the extent required by applicable law, (h)(Bcause the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or (h)(CSection 12(g) above shall specify any action necessary (as of the date Securities Exchange Act of 1934 within the time periods specified in such Opinion sections. (k) For the purpose of Counsel) facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be taken in an original, and all of which counterparts shall constitute but one and the following year to preserve and protect such interestsame instrument.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer Issuer, the Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule SCHEDULE A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counselcounsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(CB) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-file- stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-507(c402(7) 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 file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller Depositor and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Payahead Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication of these respective interests Issuer's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or The Servicer shall permit the Indenture Trustee, which request shall be made no more frequently than annuallythe Backup Servicer and their agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust and the Indenture Owner Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C2) within 90 days after the beginning of each calendar year beginning with a copy to each Rating Agency then rating the Notes, no less frequently first calendar year beginning more than every twelve three months (commencing on after the Closing Date), an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in substantially the form delivered to the Rating Agencies on the Closing Dateopinion of such counsel, either as (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s control interest of the Receivables evidenced by electronic contractsOwner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or as (B) no such action shall be necessary to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold preserve and serviced by the Servicer. (i) protect such interest. Each Opinion of Counsel referred to in clause (h)(A), (h)(B1) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such 66 (Nissan 2004-B Sale and Servicing Agreement) Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) 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 file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller Depositor and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Payahead Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication of these respective interests Issuer's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive [automotive] [recreational vehicle] receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment heretohereto and on certain Distribution Dates as required by Section 2.05(b)(x)(B), an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust and the Indenture Owner Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C2) within 90 days after the beginning of each calendar year beginning with a copy to each Rating Agency then rating the Notes, no less frequently first calendar year beginning more than every twelve three months (commencing on after the Closing Cutoff Date), an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in substantially the form delivered to the Rating Agencies on the Closing Dateopinion of such counsel, either as (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s control interest of the Receivables evidenced by electronic contractsOwner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or as (B) no such action shall be necessary to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold preserve and serviced by the Servicer. (i) protect such interest. Each Opinion of Counsel referred to in clause (h)(A), (h)(B1) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest. (i) The Depositor shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (Nissan 2003-A Sale and Servicing Agreement) 66 (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and (Nissan 2003-A Sale and Servicing Agreement) continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such (Nissan 2004-C Sale and Servicing Agreement) Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Neither the Seller and nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-507(c402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days' prior written notice thereof and shall have promptly file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication of these respective interests Issuer's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust and the Indenture Owner Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C2) within 90 days after the beginning of each calendar year beginning with a copy to each Rating Agency then rating the Notes, no less frequently first calendar year beginning more than every twelve three months (commencing on after the Closing Cutoff Date), an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in substantially the form delivered to the Rating Agencies on the Closing Dateopinion of such counsel, either as (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s control interest of the Receivables evidenced by electronic contractsOwner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or as (B) no such action shall be necessary to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold preserve and serviced by the Servicer. (i) protect such interest. 44 Each Opinion of Counsel referred to in clause (h)(A), (h)(B1) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (Nissan 2003-B Sale and Servicing Agreement) 66 (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s 's master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s 's records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; and (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and (Nissan 2003-B Sale and Servicing Agreement) continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(Ch)(B) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.. 70 (Nissan 2008-A Sale and Servicing Agreement) (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annually, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, as the case may be, within 20 Business Days after receipt of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of the list of Receivables attached hereto as Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A) upon the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest;; 71 (Nissan 2008-A Sale and Servicing Agreement) (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) Each Opinion of Counsel referred to in clause (h)(A), (h)(B) or (h)(C) above shall specify any action necessary (as of the date of such Opinion of Counsel) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days' prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days' prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States of America. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s 's master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer's records regarding any Receivable. (h) If the Seller has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2003), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section (section) 9-507(c402(7) 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 file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller Depositor and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Payahead Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication of these respective interests Issuer's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt of a written request from the Owner Trustee or The Servicer shall permit the Indenture Trustee, which request shall be made no more frequently than annuallythe Backup Servicer and their agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust and the Indenture Owner Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C2) within 90 days after the beginning of each calendar year beginning with a copy to each Rating Agency then rating the Notes, no less frequently first calendar year beginning more than every twelve three months (commencing on after the Closing Date), an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in substantially the form delivered to the Rating Agencies on the Closing Dateopinion of such counsel, either as (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s control interest of the Receivables evidenced by electronic contractsOwner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or as (B) no such action shall be necessary to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold preserve and serviced by the Servicer. (i) protect such interest. Each Opinion of Counsel referred to in clause (h)(A), (h)(B1) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Seller Depositor shall ---------------------------- execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c9- 402(7) 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 file filed appropriate amendments to all previously filed financing statements or continuation statements. (c) Each of the Seller Depositor and the Servicer shall notify have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Payahead Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the TrustReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to any a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control Indication of the Receivables constituting electronic chattel paper. Indication of these respective interests Issuer's and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable been paid in full or been repurchased. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive (automotive) (marine) (recreational vehicle) receivables to, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) Upon receipt The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee or the Indenture Trustee, which request shall be made no more frequently than annuallyServicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, as the case may be, within 20 five Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list Schedule of Receivables attached hereto as Schedule A and to each of the Servicer’s 's Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution and delivery of this Agreement and of each amendment heretohereto and on certain Distribution Dates as required by Section 2.05(b)(x)(B), an Opinion of Counsel, based on customary assumptions and qualifications, Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to perfect preserve and protect the interest of the Trust and the Indenture Owner Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; (B) if requested by the Indenture Trustee or the Owner Trustee, not more frequently than annually, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed and filed that are necessary to perfect 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 shall be necessary to preserve and protect such interest; and (C2) within 90 days after the beginning of each calendar year beginning with a copy to each Rating Agency then rating the Notes, no less frequently first calendar year beginning more than every twelve three months (commencing on after the Closing Cutoff Date), an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in substantially the form delivered to the Rating Agencies on the Closing Dateopinion of such counsel, either as (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the Servicer’s control interest of the Receivables evidenced by electronic contractsOwner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or as (B) no such action shall be necessary to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold preserve and serviced by the Servicer. (i) protect such interest. Each Opinion of Counsel referred to in clause (h)(A), (h)(B1) or (h)(C2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. . (i) The Servicer shall permit deliver to the Indenture Trustee Depositor and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) The Servicer Depositor shall deliver to the Owner Trustee and the Indenture Trustee: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2016), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause clauses (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer Trust and of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) The Seller and Neither the Depositor nor the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-507(c) 506 of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly file appropriate filed such amendments to all previously filed financing statements or continuation statementsstatements or such new financing statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. (c) Each of the Seller Depositor and the Servicer shall notify give the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located within the United States of AmericaStates. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), ) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the Receivables to the TrustTrust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to any a Receivable shall indicate clearly and unambiguously the interest of the Issuer Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of Trustee pursuant to the Receivables constituting electronic chattel paperIndenture. Indication of these respective interests the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have become a Liquidated Receivable been paid in full or been repurchasedrepurchased by the Depositor or purchased by the Servicer. (f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables to, any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). (g) Upon receipt The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of a written request and abstracts from the Owner Trustee Servicer’s records regarding any Receivable. (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Indenture Trustee, which request shall be made no Servicer has purchased one or more frequently than annuallyReceivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee or and the Indenture Trustee, as the case may be, within 20 ten (10) Business Days after receipt of such requestDays, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the list of Receivables attached hereto as Receivable Schedule A and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture TrusteeSwap Counterparty: (A1) upon promptly after the execution authorization and delivery of this Agreement and of each amendment heretoto any financing statement, an Opinion of Counsel, based on customary assumptions and qualifications, Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest;; and (B2) if requested by within ninety (90) days after the Indenture Trustee or beginning of each calendar year (beginning with the Owner Trustee, not more frequently than annuallyyear 2009), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, based on customary assumptions and qualifications, all financing statements and continuation statements have been executed authorized and filed that are necessary fully to perfect preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (C) with a copy to each Rating Agency then rating the Notes, no less frequently than every twelve months (commencing on the Closing Date), an Opinion of Counsel, in substantially the form delivered to the Rating Agencies on the Closing Date, either as to the Servicer’s control of the Receivables evidenced by electronic contracts, or as to the Servicer’s control of other automobile receivables evidenced by electronic contracts sold and serviced by the Servicer. (i) . Each Opinion of Counsel referred to in clause (h)(A), (h)(Bi)(1) or (h)(Ci)(2) above shall specify any action necessary (as of the date of such Opinion of Counselopinion) to be taken in on or before March 31 of the following year to preserve and protect such interest. (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.