Common use of Protection of Right Title and Interest Clause in Contracts

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of the Purchaser under this Agreement in, to and under the Receivables and the other property conveyed hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the Relevant UCC, unless it shall have given the Purchaser at least sixty (60) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser (or, upon sale of the Receivables to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable shall be deleted from or modified on the Seller's computer systems when, and only when, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in any automobile or light- or medium-duty truck receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables. SECTION 5.2.

Protection of Right Title and Interest. (a) The Seller shall execute and file such cause this Agreement, all amendments hereto and/or all financing statements and cause continuation statements and any other necessary documents covering the right, title and interest of the Purchaser in and to the Receivables and the other Purchased Assets transferred by it to the Purchaser hereunder to be executed promptly recorded, registered and filed such continuation statementsfiled, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain, preserve and protect the right, title and interest and perfected ownership and first priority security interest of the Purchaser under this Agreement in, in and to and under the Receivables and the other property conveyed hereunder and in the proceeds thereofsuch property. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. (b) In addition to the foregoing, the Seller agrees that following the occurrence of a Purchase Termination Date, at the request of the Purchaser or the Controlling Party, it shall cause notices of the transfer of the Receivables and Related Security pursuant to this Agreement to be sent to the relevant Obligors. The Purchaser shall cooperate fully with the Seller in connection with the obligations set forth above and, at the expense of the Seller, will execute any and all documents reasonably required to fulfill the intent of this Section. The Seller shall not change its name, identity, take any action which would impair or corporate structure in omit to take any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) action necessary to avoid impairment of the Relevant UCC, unless it shall have given the Purchaser at least sixty (60) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (d) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest rights of the Purchaser or the Trustee in such Receivable and that such Receivable is owned by the Purchaser (or, upon sale of the Receivables or the other Purchased Assets, nor shall it take any action to cause a Receivable to be evidenced by a promissory note or other instrument unless actual possession thereof has been transferred to the Trust, by the Trust). Indication of the Purchaser's ownership of a Receivable shall be deleted from or modified on the Seller's computer systems when, and only when, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in any automobile or light- or medium-duty truck receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation of such list to the Schedule of Receivables. SECTION 5.2Custodian.

Protection of Right Title and Interest. (a) The Seller Sellers shall execute and file take such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places actions as may be are required by law fully to preserve, maintain, and protect fully the interest of the Purchaser under this Agreement in, to and under in the Receivables and the other property conveyed hereunder Sold Assets and in the proceeds thereof. The Seller shall Each of the Sellers shall, at its sole cost and expense, promptly and duly execute and deliver any and all further instruments and documents and take such further actions that may be necessary or desirable or that the Purchaser may request to carry out more effectively the provisions and purposes of this Agreement or any other Transaction Document or to obtain the full benefits of this Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or cause appropriate for the sale to or for the benefit of the Purchaser of any Sold Assets, (ii) perfecting, protecting, preserving, continuing and maintaining fully the purchase by, and the assignments, security interests and other Liens granted or purported to be delivered) to granted to, the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. under this Agreement (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the Relevant UCC, unless it shall have given the Purchaser at least sixty (60) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall give the Purchaser at least sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require including the filing of any amendment of any previously filed financing or continuation statement statements under the UCC with respect to the ownership interests or of Liens granted hereunder or under any new financing statement other Transaction Document) and shall promptly file any such amendment, continuation statement or new financing statement. The Seller shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (diii) The Seller shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each). (e) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to enabling the Purchaser, the Seller's master computer records (including Issuer or the Indenture Trustee to exercise or enforce its rights under this Agreement or any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser other Transaction Documents. Each of the Sellers hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file any such financing or continuation statements without the signature of the Sellers to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement or of any notice or financing statement covering the Sold Assets shall be sufficient as a notice or financing statement where permitted by law. If any amount payable under or in connection with any of the Sold Assets is or shall become evidenced by any instrument, such Receivable instrument, other than checks and that such Receivable is owned by notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Purchaser (or, immediately upon sale of the Receivables Sellers' receipt thereof and promptly delivered to or at the Trust, by the Trust). Indication direction of the Purchaser's ownership . If either of a Receivable shall be deleted from the Sellers fail to perform any agreement or modified on the Seller's computer systems whenobligation under this Section 5.1(a), and only when, the Receivable shall have been paid in full or repurchased. (f) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in any automobile or light- or medium-duty truck receivables (other than the Receivables) to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser or its assignee unless such Receivable has been paid in full or repurchased. (g) The Seller shall permit the Purchaser and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable. (h) Upon request, the Seller shall furnish to the Purchaser, within ten the Issuer or the Indenture Trustee may (10but shall not be required to) Business Daysitself perform, a list or cause performance of, such agreement or obligation, and the reasonable expenses of all Receivables (by contract number and name of Obligor) then owned by the Purchaser, together with a reconciliation the Issuer or the Indenture Trustee incurred in connection therewith shall be payable by such Seller upon demand of such list to the Schedule of Receivables. SECTION 5.2Purchaser.