Common use of Protection of Right, Title and Interest to Receivables Clause in Contracts

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) 5 days prior written notice of any such change and shall, within thirty (30) 30 days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within thirty (30) days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c) 507 of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give shall notify the Purchaser prompt written notice of within thirty (30) days after any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whetheror state of incorporation, if, as a result of such relocation, the applicable provisions of the UCC as in effect in the applicable state would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and promptly file such financing statements or amendments as may be necessary to continue amendments. (d) The Seller shall maintain its computer systems so that, from and after the perfection time of sale under this Agreement of the Receivables, the Seller’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Purchaser (or its assignee) in the such Receivables and that such Receivables are owned by the proceeds thereofPurchaser (or its assignee). Indication of these respective interests in a Receivable shall be deleted from or modified on the Seller’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c) 507 of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give shall notify the Purchaser prompt written notice of within 30 days after any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whetheror state of incorporation, if, as a result of such relocation, the applicable provisions of the UCC as in effect in the applicable state would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and promptly file such financing statements or amendments as may be necessary to continue amendments (d) The Seller shall maintain its computer systems so that, from and after the perfection time of sale under this Agreement of the Receivables, the Seller’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Purchaser (or its assignee) in the such Receivables and that such Receivables are owned by the proceeds thereofPurchaser (or its assignee). Indication of these respective interests in a Receivable shall be deleted from or modified on the Seller’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s 's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) 5 days prior written notice of any such change and shall, within thirty (30) 30 days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s 's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c) 507 of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give shall notify the Purchaser prompt written notice of within 30 days after any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whetheror state of incorporation, if, as a result of such relocation, the applicable provisions of the UCC as in effect in the applicable state would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and promptly file such financing statements or amendments as may be necessary amendments (d) The Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Seller’s master computer records (including any backup archives) that refer to continue the perfection of any Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Receivables Purchaser. Indication of these respective interests in a Receivable shall be deleted from or modified on the Seller’s computer systems when, and only when, the proceeds thereofrelated Receivable shall have become a Liquidated Receivable or been repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c) 507 of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give shall notify the Purchaser prompt written notice of within 30 days after any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whetheror state of incorporation, if, as a result of such relocation, the applicable provisions of the UCC as in effect in the applicable state would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and promptly file such financing statements or amendments as may be necessary to continue amendments. (d) The Seller shall maintain its computer systems so that, from and after the perfection time of sale under this Agreement of the Receivables, the Seller’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Purchaser (or its assignee) in the such Receivables and that such Receivables are owned by the proceeds thereofPurchaser (or its assignee). Indication of these respective interests in a Receivable shall be deleted from or modified on the Seller’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, Seller at its expense, expense shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s 's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser and the Owner Trustee shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c9402(7) of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s 's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Seller's and the Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser Buyer hereunder to all of the Receivables and such other propertyproceeds thereof. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionsubsection 9.15(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) seriously above materially misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateRelevant UCC State, the RPA Seller shall give the Purchaser not less than five (5) days prior Buyer written notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from which the RPA Seller it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof.. The Seller will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. [END OF ARTICLE IX]

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall Seller will cause this Agreement, all amendments to this Agreement and/or and all financing statements and continuation statements and any other necessary documents covering the PurchaserBuyer’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Related Security to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer under this Agreement. The RPA Seller shall will deliver to the Purchaser Buyer file-stamped copies of, or filing receipts for, other evidence of any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Purchaser shall Buyer will cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 7.2(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a2.1(c) or 7.2(a) seriously misleading within the meaning of Section 9-507(c) 506 of the UCC as in effect in the applicable stateUCC, the RPA Seller shall will give the Purchaser not less than five (5) days prior written Buyer notice of any such change and shall, within thirty (30) days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the PurchaserBuyer’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records concerning the Sold Receivables or of its principal executive office jurisdiction of organization and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer’s security interest of the Purchaser in the Receivables Sold Receivables. The Seller will at all times maintain its jurisdiction of organization within the United States of America. (d) The Seller will deliver to the Buyer (i) upon the execution and delivery of each amendment to this Agreement, an Opinion of Counsel substantially in the proceeds thereof.form of Exhibit B; and (ii) on each Addition Date on which any Additional Accounts are to be designated to the Buyer pursuant to Section 2.5, an Opinion of Counsel substantially in the form of Exhibit C.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s 's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s 's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Collateral Security relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 7.02(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.02(a) seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateMichigan, the RPA Seller shall give the Purchaser not less than five (5) days prior written Buyer notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive officer within the United States of America. (d) The Seller will deliver to the Buyer: (i) upon the execution and delivery of each amendment of this Agreement, an opinion of Counsel to the effect specified in Exhibit B; (ii) on each Addition Date on which any Additional Accounts are to be included as the Accounts pursuant to Section 2.04 hereof, an opinion of Counsel substantially in the form of Exhibit C; and (iii) on or before March 31 of each year, beginning with March 31, 1992, an opinion of Counsel dated as of a date during such 90-day period, substantially in the form of Exhibit C.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, Seller at its expense, expense shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s 's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser and the Trustee shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c9402(7) of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s 's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Collateral Security relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 7.2(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.2(a) seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the State of Minnesota, or such other applicable statejurisdiction, the RPA Seller shall give the Purchaser not less than five (5) days prior written Buyer and any Agent notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records Records concerning the Receivables or of its principal executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive offices within the United States of America. (d) The Seller will deliver to the Buyer upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit B.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall Seller will cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Related Security to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall will deliver to the Purchaser Buyer file-stamped copies of, or filing receipts for, other evidence of any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Purchaser shall Buyer will cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a2.01(c) or 7.02(a) seriously misleading within the meaning of Section 9-507(c) 506 of the UCC as in effect in the applicable stateUCC, the RPA Seller shall will give the Purchaser not less than five (5) days prior written Buyer notice of any such change and shall, within thirty (30) days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office jurisdiction of organization and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its jurisdiction of organization within the United States of America. (d) The Seller will deliver to the Buyer: (i) upon the execution and delivery of each amendment to this Agreement, an Opinion of Counsel to the effect specified in Exhibit B; (ii) on each Addition Date on which any Additional Accounts are to be designated as Accounts pursuant to Section 2.05, an Opinion of Counsel substantially in the form of Exhibit C.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, Seller at its expense, expense shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s 's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser and the Owner Trustee shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in (i) its location of organization under Section 9-307(e) of the UCC or (ii) its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c) 507 or 9-508 of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s 's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Collateral Security relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 7.2(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.2(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable stateUCC, the RPA Seller shall give the Purchaser not less than five (5) days prior written Buyer and any Agent notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records Records concerning the Receivables or of its principal executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's ownership interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive offices within the United States of America.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Seller's and the Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser Buyer hereunder to all of the Receivables and such other propertyproceeds thereof. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionsubsection 9.15(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) seriously above materially misleading within the meaning of Section 9-507(c9- 402(7) of the UCC as in effect in the applicable stateRelevant UCC State, the RPA Seller shall give the Purchaser not less than five (5) days prior Buyer written notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from which the RPA Seller it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof.. The Seller will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. [END OF ARTICLE IX]

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Sellers shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Collateral Security relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Each Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller Sellers in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 7.2(a). (b) In the event that the RPA Within 30 days after a Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.2(a) seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the State of Missouri or the State of Georgia, as applicable, or such other applicable statejurisdiction, the RPA such Seller shall give the Purchaser not less than five (5) days prior written Buyer and any Agent notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Each Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records Records concerning the Receivables or of its principal executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. Each Seller will at all times maintain its principal executive offices within the United States of America. (d) Each Seller will deliver to the Buyer upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit B.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement and/or Agreement, all amendments hereto, all financing statements and continuation statements statements, and any other necessary documents covering the Purchaser’s Seller's and the Buyer's right, title title, and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Conveyed Property to be promptly recorded, registered registered, and filed, and at all times to be kept recorded, registered registered, and filed, all in such manner and in such places as may be required by law to fully to preserve and protect the right, title title, and interest of the Purchaser Buyer hereunder to all of the Receivables Conveyed Property and such other propertythe proceeds thereof. The RPA Seller shall deliver to the Purchaser Buyer file-stamped copies of, or filing receipts for, any document recorded, registered registered, or filed as provided above, as soon as available following such recording, registration registration, or filing. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 9.15(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity identity, or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a9.15(a) seriously materially misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateRelevant UCC State, the RPA Seller shall give the Purchaser not less than five (5) days prior Buyer written notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables Conveyed Property and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from which the RPA Seller it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables Conveyed Property and the proceeds thereof. The Seller will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, World Omni shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s WODFI's right, title and interest to the Receivables and Collateral Security (other property conveyed than the Lien held by the RPA Seller World Omni subject to the Purchaser hereunder Article VII hereof) relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyWODFI hereunder. The RPA Seller World Omni shall deliver to the Purchaser WODFI 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. The Purchaser WODFI shall cooperate fully with the RPA Seller World Omni in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 8.2(a). (b) In the event that the RPA Seller Within 30 days after World Omni makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a8.2(a) seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateState of Florida (or, if applicable, the RPA Seller corresponding Section of the UCC as may be in effect in such other jurisdiction where World Omni's principal executive offices or books or records relating to the Receivables are located), World Omni shall give the Purchaser not less than five (5) days prior written WODFI and any Agent notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s WODFI's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller World Omni will give the Purchaser WODFI prompt written notice of any relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the WODFI's security interest of the Purchaser in the Receivables and the proceeds thereof. World Omni will at all times maintain its principal executive offices within the United States of America. (d) World Omni will deliver to WODFI: (i) upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit B; (ii) on each Addition Date on which any Additional Accounts are to be included as the Accounts pursuant to Section 2.4 hereof, an Opinion of Counsel as specified in Section 2.4; provided, however, that no such Opinion of Counsel shall be necessary in the case of Automatic Additional Accounts as contemplated in Section 2.5 of the Trust Sale and Servicing Agreement; and (iii) on or before April 30 of each year, beginning with April 30, 2000, an Opinion of Counsel dated as of a date during such four-month period, substantially in the form of Exhibit C.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s 's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s 's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Collateral Security relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 7.2(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.2(a) seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the State of Minnesota, or such other applicable statejurisdiction, the RPA Seller shall give the Purchaser not less than five (5) days prior written Buyer and any Agent notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records Records concerning the Receivables or of its principal executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof.proceeds

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall Seller will cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Related Security to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall will deliver to the Purchaser Buyer 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. The Purchaser shall Buyer will cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable statejurisdiction, the RPA Seller shall will give the Purchaser not less than five (5) days prior written Buyer notice of any such change and shall, within thirty (30) days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive office within the United States of America. (d) The Seller will deliver to the Buyer: (i) upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit B; (ii) on each Addition Date on which any Additional Accounts are to be designated as Accounts pursuant to Section 2.05, an Opinion of Counsel substantially in the form of Exhibit C.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s 's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser and the Trustee shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9-507(c9402(7) of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s 's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 7.02(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.02(a) seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateState of Michigan, the RPA Seller shall give the Purchaser not less than five (5) days prior written Buyer and any Agent notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive office within the United States of America. (d) The Seller will deliver to the Buyer, upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit A.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall Seller will cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Related Security to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall will deliver to the Purchaser Buyer 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. The Purchaser shall Buyer will cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable statejurisdiction, the RPA Seller shall will give the Purchaser not less than five (5) days prior written Buyer notice of any such change and shall, within thirty (30) days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive office within the United States of America. (d) The Seller will deliver to the Buyer, upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect that any such amendment of this Agreement: (i) has been entered into in accordance with the terms of this Agreement; and (ii) has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding agreement of the Seller, enforceable in accordance with its terms.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Seller's and the Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser Buyer hereunder to all of the Receivables and such other propertyproceeds thereof. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSECTION 9.12(A). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) seriously above materially misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateRelevant UCC State, the RPA Seller shall give the Purchaser not less than five (5) days prior Buyer written notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from which the RPA Seller it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, Originator at its expense, expense shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller Originator to the Purchaser Buyer hereunder to be promptly recorded, registered and filed, and to be 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 and protect the right, title and interest of the Purchaser Buyer hereunder to all of the Receivables and such other property. The RPA Seller Originator shall deliver to the Purchaser Buyer file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as an soon as available following such recording, registration or filing. The Purchaser Buyer and the Agent shall cooperate fully with the RPA Seller Originator in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection. (b) In Within 30 days after the event that the RPA Seller Originator makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable state, the RPA Seller it shall give the Purchaser not less than five (5) days prior written Buyer and the Agent notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereofAssigned Collateral relating thereto. (c) The RPA Seller Originator will give the Purchaser Buyer and the Agent prompt written notice of (i) any relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and (ii) whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser Buyer in the Receivables and the proceeds thereofAssigned Collateral relating thereto.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s 's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Collateral Security relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyhereunder. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 8.02(a). (b) In Prior to the event that the RPA Seller makes making any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(asubsection (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateState of Vermont, the RPA Seller shall give the Purchaser not less than five (5) days prior written and any Agent notice of any such change and shall, within thirty (30) days shall prior to the effectiveness of any such change, execute and change file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s 's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser prompt written notice of any relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Purchaser's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive office within the United States of America. (d) The Seller will deliver to the Purchaser upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit B hereto addressed and delivered to the Trustee.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Servicer shall cause this Agreement and/or Agreement, all amendments hereto and all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Transferor's, the Purchasers' and the Agent's respective right, title and interest in and to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places in the United States and Canada as may be required by law fully to preserve and protect fully the right, title and interest of the Purchaser Transferor, the Purchasers and the Agent hereunder in and to all of the property comprising Transferor Receivables and such the other propertythe Transferred Assets. The RPA Seller Servicer shall deliver to the Purchaser Transferor and the Agent file-stamped copies of, or filing receipts for, any each document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Purchaser Transferor shall cooperate fully with the RPA Seller Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection.Section 17.02(a). ---------------- (b) In the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables The Transferor and the proceeds thereof. (c) The RPA Seller Servicer will give the Purchaser Agent prompt written notice of any relocation of any office from which the RPA Seller it services Transferor Receivables or keeps records concerning the Transferor Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Agent's interest of the Purchaser in the Receivables Transferred Assets and the proceeds thereofthereof contemplated by Section 2.01 ------------ hereof. The Transferor and the Servicer will at all times maintain each office from which it services Transferor Receivables and its principal executive offices within the United States of America.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Seller's and the Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser Buyer hereunder to all of the Receivables and such other propertyproceeds thereof. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionsubsection 9.15(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) seriously above materially misleading within the meaning of Section 9-507(c9- 402(7) of the UCC as in effect in the applicable stateRelevant UCC State, the RPA Seller shall give the Purchaser not less than five (5) days prior Buyer written notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from which the RPA Seller it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Sellers shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Collateral Security relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Each Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller Sellers in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 7.2(a). (b) In the event that the RPA Within 30 days after a Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.2(a) seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the State of Missouri or the State of Georgia, as applicable, or such other applicable statejurisdiction, the RPA such Seller shall give the Purchaser not less than five (5) days prior written Buyer and any Agent notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Each Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records Records concerning the Receivables or of its principal executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof.proceeds

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c) 507 of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give shall notify the Purchaser prompt written notice of within 30 days after any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whetheror state of incorporation, if, as a result of such relocation, the applicable provisions of the UCC as in effect in the applicable state would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and promptly file such financing statements or amendments as may be necessary to continue amendments. (d) The Seller shall maintain its computer systems so that, from and after the perfection time of sale under this Agreement of the Receivables, the Seller’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Purchaser (or its assignee) in the such Receivables and that such Receivables are owned by the proceeds thereofPurchaser (or its assignee). Indication of these respective interests in a Receivable shall be deleted from or 14 modified on the Seller’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser. SECTION 5.03.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Seller's and the Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser Buyer hereunder to all of the Receivables and such other propertyproceeds thereof. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionsubsection 9.12(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) seriously above materially misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateRelevant UCC State, the RPA Seller shall give the Purchaser not less than five (5) days prior Buyer written notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from which the RPA Seller it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof.. The Seller will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. [END OF ARTICLE IX]

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, VCI shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s VDF's right, title and interest to the Receivables and Collateral Security (other property conveyed than the Lien held by the RPA Seller VCI subject to the Purchaser hereunder Article VII hereof) relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyVDF hereunder. The RPA Seller VCI shall deliver to the Purchaser VDF 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. The Purchaser VDF shall cooperate fully with the RPA Seller VCI in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 8.2(a). (b) In the event that the RPA Seller Within 30 days after VCI makes any change in its name, identity or identity, corporate structure or jurisdiction of organization which would make any financing statement or continuation statement filed in accordance with Section 5.02(a8.2(a) "seriously misleading misleading" within the meaning of Section 9-507(c506(b) of the UCC as in effect in the applicable stateUCC, the RPA Seller VCI shall give the Purchaser not less than five (5) days prior written VDF and any Agent notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s VDF's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller VCI will give the Purchaser VDF prompt written notice of any relocation change of any office from which the RPA Seller keeps records concerning the Receivables or location of its principal executive office and whether, as a result VCI for purposes of such relocation, the applicable provisions Section 9-307 of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the VDF's security interest of the Purchaser in the Receivables and the proceeds thereof. VCI will at all times maintain its "location" within the United States of America. (d) VCI will deliver to VDF on each Addition Date on which any Additional Accounts are to be included as the Accounts pursuant to Section 2.4 hereof, an Opinion of Counsel as specified in Section 2.4; provided, however, that no such Opinion of Counsel shall be necessary in the case of Automatic Additional Accounts as contemplated in Section 2.5 of the Trust Sale and Servicing Agreement.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Seller's and the Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser Buyer hereunder to all of the Receivables and such other propertyproceeds thereof. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionsubsection 9.12(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) seriously above materially misleading within the meaning of Section 9-507(c9- 402(7) of the UCC as in effect in the applicable stateRelevant UCC State, the RPA Seller shall give the Purchaser not less than five (5) days prior Buyer written notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from which the RPA Seller it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Seller's and the Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser Buyer hereunder to all of the Receivables and such other propertyproceeds thereof. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser , the Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSubsection (a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aSubsection (a) seriously materially misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateRelevant UCC State, the RPA Seller shall give the Purchaser not less than five (5) days prior Buyer written notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from which the RPA Seller it services Receivables or keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. The remainder of this page is intentionally left blank.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within thirty (30) days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c) 507 of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give shall notify the Purchaser prompt written notice of within thirty (30) days after any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whetheror state of incorporation, if, as a result of such relocation, the applicable provisions of the UCC as in effect in the applicable state would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and promptly file such financing statements or amendments as may be necessary to continue amendments (d) The Seller shall maintain its computer systems so that, from and after the perfection time of sale under this Agreement of the Receivables, the Seller’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Purchaser (or its assignee) in the such Receivables and that such Receivables are owned by the proceeds thereofPurchaser (or its assignee). Indication of these respective interests in a Receivable shall be deleted from or modified on the Seller’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within thirty (30) days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c) 507 of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or 14 amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give shall notify the Purchaser prompt written notice of within thirty (30) days after any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whetheror state of incorporation, if, as a result of such relocation, the applicable provisions of the UCC as in effect in the applicable state would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and promptly file such financing statements or amendments as may be necessary to continue amendments. (d) The Seller shall maintain its computer systems so that, from and after the perfection time of sale under this Agreement of the Receivables, the Seller’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Purchaser (or its assignee) in the such Receivables and that such Receivables are owned by the proceeds thereofPurchaser (or its assignee). Indication of these respective interests in a Receivable shall be deleted from or modified on the Seller’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser. SECTION 5.03.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, Fleetwood Credit at its expense, expense shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s 's right, title and interest in and to the Receivables and other property conveyed by the RPA Seller Fleetwood Credit to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder in and to all of the Receivables and such other property. The RPA Seller Fleetwood Credit shall deliver 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. The Purchaser and the Trustee shall cooperate fully with the RPA Seller Fleetwood Credit in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In the event that the RPA Seller Within 30 days after Fleetwood Credit makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9-507(c9402(7) of the UCC as in effect in the applicable state, the RPA Seller Fleetwood Credit shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s 's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller Fleetwood Credit will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller Fleetwood Credit keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.any

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall Seller will cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Related Security to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyhereunder. The RPA Seller shall will deliver to the Purchaser file-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. The Purchaser shall will cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable statejurisdiction, the RPA Seller shall will give the Purchaser not less than five (5) days prior written and the Indenture Trustee notice of any such change and shall, within thirty (30) days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser and the Indenture Trustee prompt written notice of any (i) relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and (ii) change in the Seller’s jurisdiction of organization and whether, as a result of such relocationrelocation or change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Purchaser’s security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive office and jurisdiction of organization within the United States of America.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Seller's and RFC's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder proceeds thereof to be promptly recorded, registered and filed, 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 and protect the right, title and interest of RFC hereunder and the Purchaser hereunder Trustee under the Pooling and Servicing Agreement to all of the Receivables and such other propertyproceeds thereof. The RPA Seller shall deliver to the Purchaser RFC 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. The Purchaser RFC shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 22(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateRelevant UCC State, the RPA Seller shall give RFC and the Purchaser not less than five (5) days prior written Trustee notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of RFC's and the Purchaser’s Trustee's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give RFC and the Purchaser Trustee prompt written notice of any relocation of any office from which the RPA Seller it keeps records concerning the Receivables or of its principal executive office office, and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the RFC's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Seller's and the Purchaser’s 's right, title and interest to the Receivables Receivables, the related Product Security and other property conveyed by the RPA Seller to the Purchaser hereunder proceeds thereof to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder and the Trustee under the Pooling and Servicing Agreement in, to all of and under the Receivables Receivables, the related Product Security and such other propertythe proceeds thereof. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 22(a). (b) In Within thirty (30) days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateRelevant UCC State, the RPA Seller shall give the Purchaser not less than five (5) days prior written and the Trustee notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s 's and the Trustee's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser and the Trustee prompt written notice of any relocation of any office from which the RPA Seller it keeps records concerning the Receivables or of its principal executive office office, and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Purchaser's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, VCI shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the PurchaserVDF’s right, title and interest to the Receivables and Collateral Security (other property conveyed than the Lien held by the RPA Seller VCI subject to the Purchaser hereunder Article VII hereof) relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyVDF hereunder. The RPA Seller VCI shall deliver to the Purchaser VDF 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. The Purchaser VDF shall cooperate fully with the RPA Seller VCI in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 8.2(a). (b) In the event that the RPA Seller Within 30 days after VCI makes any change in its name, identity or identity, corporate structure or jurisdiction of organization which would make any financing statement or continuation statement filed in accordance with Section 5.02(a8.2(a) “seriously misleading misleading” within the meaning of Section 9-507(c506(b) of the UCC as in effect in the applicable stateUCC, the RPA Seller VCI shall give VDF and the Purchaser not less than five (5) days prior written Indenture Trustee notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the PurchaserVDF’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller VCI will give VDF and the Purchaser Indenture Trustee prompt written notice of any relocation change of any office from which the RPA Seller keeps records concerning the Receivables or location of its principal executive office and whether, as a result VCI for purposes of such relocation, the applicable provisions Section 9-307 of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the VDF’s security interest of the Purchaser in the Receivables and the proceeds thereof. VCI will at all times maintain its “location” within the United States of America. (d) VCI will deliver to VDF on each Addition Date on which any Additional Accounts are to be included as the Accounts pursuant to Section 2.4 hereof, an Opinion of Counsel as specified in Section 2.4; provided, however, that no such Opinion of Counsel shall be necessary in the case of Automatic Additional Accounts as contemplated in Section 2.5 of the Trust Sale and Servicing Agreement.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver 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. The Purchaser shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507(c) 507 of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written notice of any such change and shall, within thirty (30) days of such change, shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give shall notify the Purchaser prompt written notice of within 30 days after any relocation of any office from which the RPA Seller keeps records concerning the Receivables or of its principal executive office and whetheror state of incorporation, if, as a result of such relocation, the applicable provisions of the UCC as in effect in the applicable state would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and promptly file such financing statements or amendments as may be necessary to continue (d) The Seller shall maintain its computer systems so that, from and after the perfection time of sale under this Agreement of the Receivables, the Seller’s electronic files which are maintained for the purpose of identifying retail installment sales contracts which have been transferred in connection with securitizations will show the interest of the Purchaser (or its assignee) in the such Receivables and that such Receivables are owned by the proceeds thereofPurchaser (or its assignee). Indication of these respective interests in a Receivable shall be deleted from or modified on the Seller’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any 16 Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser. SECTION 5.03.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, shall Seller will cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Related Security to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall will deliver to the Purchaser Buyer 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. The Purchaser shall Buyer will cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection. (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC as in effect in the applicable statejurisdiction, the RPA Seller shall will give the Purchaser not less than five (5) days prior written Buyer notice of any such change and shall, within thirty (30) days of such change, execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any (i) relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and (ii) change in the Seller's jurisdiction of incorporation and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive office and jurisdiction of incorporation within the United States of America. (d) The Seller will deliver to the Buyer, upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect that any such amendment of this Agreement: (i) has been entered into in accordance with the terms of this Agreement; and (ii) has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding agreement of the Seller, enforceable in accordance with its terms.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Related Security relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 8.02(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a8.02(a) seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateState of Michigan (or, if applicable, the RPA corresponding Section of the UCC as may be in effect in such other jurisdiction where the Seller's Chief Executive Officers or books or records relating to the Receivables are located), the Seller shall give the Purchaser not less than five (5) days prior written Buyer and any Agent notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive officer within the United States of America. (d) The Seller will deliver to the Buyer: (i) upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit B; (ii) on each Addition Date on which any Additional Accounts are to be included as the Accounts pursuant to Section 2.04 hereof, an Opinion of Counsel substantially in the form of Exhibit C; and (iii) on or before April 30 of each year, beginning with April 30, 1998, an Opinion of Counsel dated as of a date during such 90-day period, substantially in the form of Exhibit C.

Protection of Right, Title and Interest to Receivables. (a) The RPA Seller, at its expense, Seller shall cause this Agreement Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the Purchaser’s Buyer's right, title and interest to the Receivables and other property conveyed by the RPA Seller to the Purchaser hereunder Collateral Security relating thereto to be promptly recorded, registered and filed, 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 and protect the right, title and interest of the Purchaser hereunder to all of the Receivables and such other propertyBuyer hereunder. The RPA Seller shall deliver to the Purchaser Buyer 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. The Purchaser Buyer shall cooperate fully with the RPA Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsectionSection 7.02(a). (b) In Within 30 days after the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 5.02(a7.02(a) seriously misleading within the meaning of Section 9-507(c402(7) of the UCC as in effect in the applicable stateState of Michigan, the RPA Seller shall give the Purchaser not less than five (5) days prior written Buyer notice of any such change and shall, within thirty (30) days of such change, execute and shall file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser’s Buyer's security interest in the Receivables and the proceeds thereof. (c) The RPA Seller will give the Purchaser Buyer prompt written notice of any relocation of any office from at which the RPA Seller it keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer's security interest of the Purchaser in the Receivables and the proceeds thereof. The Seller will at all times maintain its principal executive officer within the United States of America. (d) The Seller will deliver to the Buyer: (i) upon the execution and delivery of each amendment of this Agreement, an Opinion of Counsel to the effect specified in Exhibit B; (ii) on each Addition Date on which any Additional Accounts are to be included as the Accounts pursuant to Section 2.04 hereof, an Opinion of Counsel substantially in the form of Exhibit C; and (iii) on or before March 31 of each year, beginning with March 31, 1992, an Opinion of Counsel dated as of a date during such 90-day period, substantially in the form of Exhibit C.