Common use of Maintenance of Security Interests in Financed Vehicles Clause in Contracts

Maintenance of Security Interests in Financed Vehicles. The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of the Seller created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Seller and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification of Onyx Seller's listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall shall, in accordance with its customary procedures, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant transfer to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to Vehicle, the Indenture Trustee, Onyx Servicer hereby agrees that the identification of Onyx Servicer’s listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Issuer and the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, as the electronic title record) as agent and custodian of the Issuer and the Indenture Trustee's agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreement, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer or Noteholders the Indenture Trustee have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Master Servicer shall shall, in accordance with its (or the related Receivables Servicer's) customary procedures, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and hereby authorizes the Indenture Trustee each hereby authorize the Master Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason, in either case when the Master Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant transfer to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to Vehicle, the Indenture Trustee, Onyx Master Servicer hereby agrees that the identification of Onyx Receivables Servicer's listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Issuer and the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, as the electronic title record) as agent and custodian of the Issuer and the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and that the Insurance Agreement, neither the Master Servicer nor Onyx shall makenot, nor shall the Issuer or Noteholders the Indenture Trustee have the right to require that the Servicer or Onyx makeMaster Servicer, make any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a such Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to Vehicle, the Indenture Trustee, Onyx Servicer hereby agrees that the identification of Onyx Seller's listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall shall, in accordance with its (or the related Receivables Servicer's) customary procedures, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant transfer to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to Vehicle, the Indenture Trustee, Onyx Servicer hereby agrees that the identification of Onyx Receivables Servicer's listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Issuer and the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, as the electronic title record) as agent and custodian of the Issuer and the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer or Noteholders the Indenture Trustee have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a such Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall shall, in accordance with its (or the related Receivables Servicer's) customary procedures, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant transfer to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to Vehicle, the Indenture Trustee, Onyx Servicer hereby agrees that the identification of Onyx Receivables Servicer's listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Issuer and the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, as the electronic title record) as agent and custodian of the Issuer and the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer or Noteholders the Indenture Trustee have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. (a) The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx the initial Servicer hereby agrees that the identification of Onyx AutoNation Financial Services as the secured party on the certificate of title (or, if applicable, the electronic title record) Title Document is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) Title Document as the Indenture Trustee's agent and custodian; provided that, except as provided in subsection (b) of this Section 7.01 3.04 and the Insurance Agreement, neither the Servicer nor Onyx AutoNation Financial Services shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx AutoNation Financial Services make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) Title Document or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall shall, in accordance with its Customary Servicing Practices, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, that neither the Servicer nor Onyx shall make, nor shall the Issuer Issuer, the Insurer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of the Seller created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Seller and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification of Onyx Seller’s listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with its obligations under this Agreement and the Custodial Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Transferred Receivable in the related Financed VehicleVehicle on behalf of the Borrower and the Secured Parties, including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registeringfiling, and refiling re-registering of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor the Obligors under each the respective ContractReceivables. The Issuer Borrower and the Indenture Trustee Secured Parties each hereby authorize authorizes the Servicer, and the Servicer agrees, to take such any and all steps as are necessary to re-perfect such security interest on behalf of the Issuer in Borrower and the event Secured Parties as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Transferred Receivable to the Issuer Borrower and the subsequent pledge thereof by the Issuer to the Indenture Trustee Secured Parties is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle in favor of the Borrower and the Secured Parties, the parties hereto agree that OFL-A's, American Credit Corporation's (in its capacity as predecessor to pledge such perfected security interest 50 58 ACC) or ACC's or ACC's d/b/a Accent Financial Services (both in its individual capacity and as the successor to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx American Credit Corporation) designation as the secured party on the certificate of title (oris, if with respect to each secured party, as applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 Borrower and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedSecured Parties.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall will, in accordance with its Customary Servicing Practices, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle. The provisions set forth in this Section 3.4 to apply its Customary Servicing Practices are the sole requirements under the Transaction Documents with respect to the maintenance of collateral or security on the Receivables. It is understood that the Financed Vehicles are the collateral and security for the Receivables, including but that the Certificate of Title with respect to a Financed Vehicle does not limited to, obtaining the execution by the related Obligor constitute collateral and the recording, registering, filing, re-recording, re-registering, and refiling of all merely evidences such security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contractinterest. The Issuer and the Indenture Trustee each hereby authorize authorizes the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to Vehicle, the Indenture Trustee, Onyx Servicer hereby agrees that the identification listing of Onyx JPMorgan Chase Bank, National Association as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. (a) The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx the initial Servicer hereby agrees that the identification of Onyx AutoNation Financial Services as the secured party on the certificate of title (or, if applicable, the electronic title record) Title Document is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) Title Document as the Indenture Trustee's agent and custodian; provided that, except as provided in subsection (b) of this Section 7.01 -------- 3.04 and the Insurance Agreement, neither the Servicer nor Onyx AutoNation Financial Services shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx AutoNation Financial Services make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) Title Document or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with the standard of care required under Section 4.1, shall take such reasonable steps as SALE AND SERVICING AGREEMENT are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle, including but not limited to, obtaining Vehicle for the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling benefit of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each Trustee. Issuer hereby authorize the authorizes Servicer, and Servicer hereby agrees, to take such reasonable steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event Servicer receives notice of the relocation of a Financed Vehicle or for any Vehicle. If there has been a Servicer Termination Event, Seller and Servicer, at their expense, shall promptly and duly execute and deliver such documents and instruments, and take such other reason. In the event that the assignment reasonable actions as may be necessary, as evidenced by an Opinion of a Contract Counsel delivered to the Issuer Issuer, Owner Trustee and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicleto perfect Issuer's certificate of title (or, if applicable, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security and Indenture Trustee's interest in the related Financed Vehicle Trust Property against all other Persons, including the delivery of the Receivables and the Receivable Files to pledge such perfected security interest Indenture Trustee (or Owner Trustee if no Notes are then Outstanding) its agent or designee, the endorsement and delivery of the Physical Damage Insurance Policies or the notification of the insurers thereunder, the execution of transfer instruments, and the endorsement to Indenture Trustee (or Owner Trustee if no Notes are then Outstanding) and the delivery of the certificates of title to the Indenture Trustee, Onyx hereby agrees that Financed Vehicles to the identification appropriate department or departments of Onyx as the secured party on the certificate of title motor vehicles (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedother appropriate governmental agency).

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of the Seller created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Seller and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification of Onyx Seller's listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided thatPROVIDED, except as provided in Section 7.01 and the Insurance AgreementHOWEVER, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with the standard of care required under Section 4.1, shall take such reasonable steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle, including but not limited to, obtaining Vehicle for the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling benefit of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each Trustee. Issuer hereby authorize the authorizes Servicer, and Servicer hereby agrees, to take such reasonable steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event Servicer receives notice of the relocation of a Financed Vehicle or for any Vehicle. If there has been a Servicer Termination Event, Seller and Servicer, at their expense, shall promptly and duly execute and deliver such documents and instruments, and take such other reason. In the event that the assignment reasonable actions as may be necessary, as evidenced by an Opinion of a Contract Counsel delivered to the Issuer Issuer, Owner Trustee and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicleto perfect Issuer's certificate of title (or, if applicable, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security and Indenture Trustee's interest in the related Financed Vehicle Trust Property against all other Persons, including the delivery of the Receivables and the Receivable Files to pledge such perfected security interest Indenture Trustee (or Owner Trustee if no Notes are then Outstanding) its agent or designee, the endorsement and delivery of the Physical Damage Insurance Policies or the notification of the insurers thereunder, the execution of transfer instruments, and the endorsement to Indenture Trustee (or Owner Trustee if no Notes are then Outstanding) and the delivery of the certificates of title to the Indenture Trustee, Onyx hereby agrees that Financed Vehicles to the identification appropriate department or departments of Onyx as the secured party on the certificate of title motor vehicles (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.other appropriate governmental agency). SALE AND SERVICING AGREEMENT

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its Customary Servicing Practices, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of JPMorgan Chase, the Depositor or the Issuer, as the case may be, created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Depositor and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification listing of Onyx JPMorgan Chase or the Depositor, as the case may be, as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with its obligations under this Agreement, the Security Agreement and the Custodian Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Transferred Receivable in the related Financed VehicleVehicle on behalf of the Borrower and the Collateral Agent for the benefit of the Secured Parties, including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registeringfiling, and refiling re-registering of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor the Obligors under each respective Contractthe Transferred Receivables. The Issuer Borrower and the Indenture Trustee Collateral Agent (on behalf of the Secured Parties) each hereby authorize authorizes the Servicer, and the Servicer agrees, to take such any and all steps as are necessary to re-perfect such security interest on behalf of the Issuer in Borrower and the event Collateral Agent (on behalf of the Secured Parties) as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Transferred Receivable to the Issuer Borrower and the subsequent pledge thereof by the Issuer to the Indenture Trustee Collateral Agent (on behalf of the Secured Parties), and the filing of UCC financing statements all as provided herein, is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle in favor of the Borrower and to the pledge such perfected security interest thereof to the Indenture TrusteeCollateral Agent (on behalf of the Secured Parties), Onyx hereby agrees the parties hereto agree that the identification of Onyx AFS's or ACC's (as applicable) designation as the secured party on the certificate of title (oris, if with respect to each secured party, as applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 Borrower and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedSecured Parties.

Maintenance of Security Interests in Financed Vehicles. The Consistent with its obligations under this Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Pledged Receivable in the related Financed VehicleVehicle on behalf of the Borrower and the Collateral Agent, for the benefit of the Investors, including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registeringfiling, and refiling re-registering of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor the Obligors under each the respective ContractPledged Receivables. The Issuer Borrower, the Collateral Agent and the Indenture Trustee Investors each hereby authorize the Servicer, and the Servicer agrees, to take such any and all steps as are necessary to re-perfect such security interest on behalf of the Issuer in Borrower and the event Collateral Agent, for the benefit of the Investors as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Pledged Receivable to the Issuer Borrower and the subsequent pledge thereof by the Issuer to the Indenture Trustee Collateral Agent for the benefit of the Investors, and the filing of Uniform Commercial Code financing statements all as provided herein, is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle in favor of the Borrower, and to the pledge such perfected security interest thereof to the Indenture TrusteeCollateral Agent, Onyx hereby agrees for the benefit of the Investors, the parties hereto agree that the identification of Onyx Arcadia's designation as the secured party on the certificate of title (oris, if with respect to each secured party, as applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 Borrower and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedCollateral Agent.

Maintenance of Security Interests in Financed Vehicles. The Servicer ------------------------------------------------------ shall take such any and all steps as that are necessary to maintain continuous perfection and priority of the a first perfected security interest created by each Contract in the related Financed VehicleVehicle for the benefit of the Purchasers, including but not limited to, to obtaining the execution by the related Obligor with respect thereto and the recording, registering, filing, re-recording, re-registering, filing and refiling re-registering of all certificates of title, security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such the Obligor under each respective of the related Contract. The Issuer and Until the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation occurrence of a Financed Vehicle Liquidation Event or for any other reason. In Unmatured Liquidation Event, and providing that naming the event that the assignment of Purchasers as secured parties on a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicablefor a Vehicle is not required to perfect the security interest therein granted pursuant to a Contract, the electronic certificates of title record), or without fulfilling any additional administrative requirements under shall show Servicer as secured party and Servicer shall not be required to (i) deliver the laws original certificates of the state in which the title with respect to Financed Vehicle is located, to grant Vehicles to the Issuer a perfected security interest in Custodian or (ii) have any such certificates of title re-issued to show the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx Purchasers as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed with respect to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate . Upon receipt of written demand from the Administrator, Relationship Bank or Subordinated Purchaser following the occurrence of a Liquidation Event or an Unmatured Liquidation Event, Servicer shall immediately deliver to the Custodian the original certificates of title (or, if applicable, the electronic title record) or fulfill any with respect to all Financed Vehicles and Servicer and Seller shall take such additional administrative requirement steps (and execute such additional instruments of assignment) as may be required to have the laws Purchasers shown as lienholder on such certificates of the state in which a Financed Vehicle is locatedtitle.

Maintenance of Security Interests in Financed Vehicles. The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record), or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx hereby agrees that the identification of Onyx as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx -43- 48 make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of the Depositor created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Depositor and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification of Onyx Depositor’s listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Servicer Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain continuous perfection and priority of the first priority security interest of Chase USA or the Depositor, as the case may be, created by each Contract in the related any Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective ContractVehicle which secures a Receivable. The Issuer Owner Trustee, on behalf of the Issuer, and the Indenture Trustee each hereby authorize the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient, insufficient without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state State in which the Financed Vehicle is located, to grant to the Issuer Indenture Trustee a perfected security interest in the related Financed Vehicle Vehicle, the Depositor and to pledge such perfected security interest to the Indenture Trustee, Onyx Servicer hereby agrees agree that the identification listing of Onyx Chase USA or the Depositor, as the case may be, as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and the Servicer further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's ’s agent and custodian; provided thatprovided, except as provided in Section 7.01 and the Insurance Agreementhowever, neither that the Servicer nor Onyx shall makenot, nor shall the Issuer Owner Trustee, the Indenture Trustee or Noteholders Holders have the right to require that the Servicer or Onyx makeServicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state State in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with its obligations under this Agreement, the Security Agreement and the Custodian Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Transferred Receivable in the related Financed VehicleVehicle on behalf of the Borrower and the Collateral Agent for the benefit of the Secured Parties, including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registeringfiling, and refiling re-registering of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor the Obligors under each respective Contractthe Transferred Receivables. The Issuer Borrower and the Indenture Trustee Collateral Agent (on behalf of the Secured Parties) each hereby authorize authorizes the Servicer, and the Servicer agrees, to take such any and all steps as are necessary to re-perfect such security interest on behalf of the Issuer in Borrower and the event Collateral Agent (on behalf of the Secured Parties) as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Transferred Receivable to the Issuer Borrower and the subsequent pledge thereof by the Issuer to the Indenture Trustee Collateral Agent (on behalf of the Secured Parties), and the filing of UCC financing statements all as provided herein, is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle in favor of the Borrower and to the pledge such perfected security interest thereof to the Indenture TrusteeCollateral Agent (on behalf of the Secured Parties), Onyx hereby agrees the parties hereto agree that the identification designation of Onyx any Contributing Subsidiary or the Seller as the secured party on the certificate of title (oris, if with respect to each secured party, as applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 Borrower and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedSecured Parties.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with its obligations under this Agreement, the Security Agreement and the Custodian Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Transferred Receivable in the related Financed VehicleVehicle on behalf of the Borrower and the Collateral Agent for the benefit of the Secured Parties, including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re- filing, and re-registering, and refiling registering of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor the Obligors under each respective Contractthe Transferred Receivables. The Issuer Borrower and the Indenture Trustee Collateral Agent (on behalf of the Secured Parties) each hereby authorize authorizes the Servicer, and the Servicer agrees, to take such any and all steps as are necessary to re-perfect such security interest on behalf of the Issuer in Borrower and the event Collateral Agent (on behalf of the Secured Parties) as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Transferred Receivable to the Issuer Borrower and the subsequent pledge thereof by the Issuer to the Indenture Trustee Collateral Agent (on behalf of the Secured Parties), and the filing of UCC financing statements all as provided herein, is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle in favor of the Borrower and to the pledge such perfected security interest thereof to the Indenture TrusteeCollateral Agent (on behalf of the Secured Parties), Onyx hereby agrees the parties hereto agree that the identification of Onyx AFS's designation as the secured party on the certificate of title (oris, if with respect to each secured party, as applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 Borrower and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedSecured Parties.

Maintenance of Security Interests in Financed Vehicles. (a) The Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and the Indenture Trustee each hereby authorize the Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to the Indenture Trustee, Onyx the initial Servicer hereby agrees that the identification of Onyx AutoNation Financial Services or a subsidiary of AutoNation Financial Services as the secured party on the certificate of title (or, if applicable, the electronic title record) Title Document is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in subsection (b) of this Section 7.01 3.04 and the Insurance Agreement, neither the Servicer nor Onyx AutoNation Financial Services shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx AutoNation Financial Services make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) Title Document or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The (a) Consistent with its obligations under this Agreement, the Collateral Agent Agreement and the Custodial Agreement, the Servicer shall take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Transferred Receivable in the related Financed VehicleVehicle on behalf of the Borrower and the Collateral Agent for the benefit of the Secured Parties, including but not limited to, to obtaining the execution by the related Obligor Obligors and the recording, registering, filing, re-recording, re-registeringfiling, and refiling re-registering of all security agreements, financing statements, statements and continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor the Obligors under each respective Contractthe Transferred Receivables. The Issuer Borrower and the Indenture Trustee Collateral Agent (on behalf of the Secured Parties) each hereby authorize authorizes the Servicer, and the Servicer agrees, to take such any and all steps as are necessary to re-perfect such security interest on behalf of the Issuer in Borrower and the event Collateral Agent (on behalf of the Secured Parties) as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Contract Transferred Receivable to the Issuer Borrower and the subsequent pledge thereof by the Issuer to the Indenture Trustee Collateral Agent (on behalf of the Secured Parties), and the filing of UCC financing statements all as provided herein, is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle in favor of the Borrower and to the pledge such perfected security interest thereof to the Indenture TrusteeCollateral Agent (on behalf of the Secured Parties), Onyx hereby agrees the parties hereto agree that the identification of Onyx AFL's designation as the secured party on the certificate of title (oris, if with respect to each secured party, as applicable, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 Borrower and the Insurance Agreement, neither the Servicer nor Onyx shall make, nor shall the Issuer or Noteholders have the right to require that the Servicer or Onyx make, any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedSecured Parties.

Maintenance of Security Interests in Financed Vehicles. The Master Servicer shall shall, in accordance with its (or the Receivables Servicer’s) customary procedures, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and hereby authorizes the Indenture Trustee each hereby authorize the Master Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason, in either case when the Master Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's ’s certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant transfer to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to Vehicle, the Indenture Trustee, Onyx Master Servicer hereby agrees that the identification of Onyx Receivables Servicer’s listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Issuer and the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, as the electronic title record) as agent and custodian of the Issuer and the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and that the Insurance Agreement, neither the Master Servicer nor Onyx shall makenot, nor shall the Issuer or Noteholders the Indenture Trustee have the right to require that the Servicer or Onyx makeMaster Servicer, make any such notation on the related Financed Vehicles' ’ certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a such Financed Vehicle is located.

Maintenance of Security Interests in Financed Vehicles. The Master Servicer shall shall, in accordance with its (or the Receivables Servicer's) customary procedures, take such steps as are necessary to maintain continuous perfection and priority of the security interest created by each Contract Receivable in the related Financed Vehicle, including but not limited to, obtaining the execution by the related Obligor and the recording, registering, filing, re-recording, re-registering, and refiling of all security agreements, financing statements, continuation statements or other instruments as are necessary to maintain the security interest granted by such Obligor under each respective Contract. The Issuer and hereby authorizes the Indenture Trustee each hereby authorize the Master Servicer to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason, in either case when the Master Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a Contract Receivable to the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Trustee is insufficient, without a notation on the related Financed Vehicle's certificate of title (or, if applicable, the electronic title record)title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to grant transfer to the Issuer a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to Vehicle, the Indenture Trustee, Onyx Master Servicer hereby agrees that the identification of Onyx Receivables Servicer's listing as the secured party on the certificate of title (or, if applicable, the electronic title record) is deemed to be in its capacity as agent of the Issuer and the Indenture Trustee and further agrees to hold such certificate of title (or, if applicable, as the electronic title record) as agent and custodian of the Issuer and the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and that the Insurance Agreement, neither the Master Servicer nor Onyx shall makenot, nor shall the Issuer or Noteholders the Indenture Trustee have the right to require that the Servicer or Onyx makeMaster Servicer, make any such notation on the related Financed Vehicles' certificate of title (or, if applicable, the electronic title record) or fulfill any such additional administrative requirement of the laws of the state in which a such Financed Vehicle is located.