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 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, in the case of the State of California, 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 or a subsidiary of Onyx as the secured party on the certificate of title (or, if applicable, in the case of the State of California, 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, in the case of the State of California, 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 Securityholders 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, in the case of the State of California, 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 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 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, in the case of the State of California, 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, in the case of the State of California, 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, in the case of the State of California, 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, in the case of the State of California, 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 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. (a) The Servicer shall shall, in accordance with its customary servicing 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 Servicer is hereby authorize the Servicer authorized 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 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 Receivable 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 State in which the such Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to in favor of the Indenture Trustee, Onyx the Servicer hereby agrees that the identification designation of Onyx National City 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. (b) The Depositor, the Owner Trustee, the Indenture Trustee and further agrees to hold such certificate the Servicer hereby agree that, upon the occurrence of title (or, if applicablea Servicer Termination Event, the electronic title record) Controlling Party may take or cause to be taken such actions as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles in the name of the Issuer or the Indenture Trustee's agent and custodian; provided that, except as provided in Section 7.01 and including by amending the Insurance Agreement, neither title documents of 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 . The Servicer hereby agrees to pay all expenses related to such perfection or reperfection and to take all action necessary therefor. If such expenses are not paid within 15 days after delivery of title (orany invoice therefor, 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 locatedexpenses shall be paid pursuant to Section 5.06(b)(ix).

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 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 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 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 Master Servicer shall shall, in accordance with its customary servicing 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; provided, including but however, that except as provided in Section 4.05(b), the Master Servicer shall 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 be required to perfect or other instruments as are necessary to maintain reperfect the security interest granted by such Obligor under each respective Contractin the Financed Vehicles in the name of the Issuer or the Indenture Trustee. The Issuer and the Indenture Trustee each Master Servicer is hereby authorize the Servicer authorized 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 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 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 State in which the such Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to in favor of the Indenture TrusteeIssuer, Onyx the Master Servicer hereby agrees that the identification designation of Onyx Regions Bank 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. (b) The Depositor, the Owner Trustee, the Indenture Trustee and further the Master Servicer hereby agree that, upon the occurrence of a Non-Master Servicer Termination Event, the Controlling Party may take or cause to be taken such actions as may, in the opinion of counsel to the Controlling Party, be necessary to perfect or re-perfect the security interests in the Financed Vehicles in the name of the Issuer, including by amending the title documents of the Financed Vehicles. The Master Servicer hereby agrees to hold pay all expenses related to such certificate perfection or reperfection and to take all action necessary therefor. If such expenses are not paid within 15 days after delivery of title (orany invoice therefor, if applicable, the electronic title record) as the Indenture Trustee's agent and custodian; provided that, except as provided in such expenses shall be paid pursuant to 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 located5.06(b)(ix).

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 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 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 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. 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 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, in the case of the State of California, 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, in the case of the State of California, 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, in the case of the State of California, 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 Securityholders 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, in the case of the State of California, 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 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 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 Owner Trustee 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, in the case of the State of California, 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 TrusteeVehicle, Onyx hereby agrees that the identification of Onyx or a subsidiary of Onyx as the secured party on the certificate of title (or, if applicable, in the case of the State of California, the electronic title record) is deemed to be in its capacity as agent of the Indenture Trustee Issuer and further agrees to hold such certificate of title (or, if applicable, in the case of the State of California, the electronic title record) as the Indenture Owner Trustee's agent and custodian; provided that, except as provided in Section 7.01 and the Insurance Agreement8.01, neither the Servicer nor Onyx shall make, nor shall the Issuer Owner Trustee or Noteholders Securityholders 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, in the case of the State of California, 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 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 (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 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 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 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. (a) The Servicer shall shall, in accordance with its customary servicing 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 Servicer is hereby authorize the Servicer authorized 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 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 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 such Financed Vehicle is located, to grant to the Issuer perfect a perfected security interest in the related Financed Vehicle and to pledge such perfected security interest to in favor of the Indenture TrusteeIssuer, Onyx the Servicer hereby agrees that the identification designation of Onyx HMFC 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 Issuer. (or, if applicableb) The Depositor, the electronic title record) as Trust, the Indenture Trustee's agent , and custodian; provided the Servicer hereby agree that, except upon a Servicer Termination Event, the Indenture Trustee may take or cause to be taken such actions as provided may, in Section 7.01 and the Insurance Agreementopinion of counsel to the Indenture Trustee, neither be necessary to perfect or re-perfect the Servicer nor Onyx shall makesecurity interests in the Financed Vehicles in the name of the Issuer, nor shall including by amending the Issuer or Noteholders have title documents of 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) . The Servicer hereby agrees to pay all expenses related to such perfection or fulfill any such additional administrative requirement of the laws of the state in which a Financed Vehicle is locatedreperfection and to take all action necessary therefor.