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

Protection of Right Title and Interest. (a) The Contributor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c) seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (b) If at any time the Contributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts to any prospective purchaser, lender, or other transferee, the Contributor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold to the Transferor and then resold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders. (c) The Contributor shall deliver to the Transferor, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Right Title and Interest. (a) The Contributor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c) seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (b) If at any time the Contributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts to any prospective purchaser, lender, or other transferee, the Contributor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold to the Transferor and then resold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the NoteholdersNoteholders and the Swap Provider. (c) The Contributor shall deliver to the Transferor, the Managing Member, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Right Title and Interest. (a) The Contributor Seller shall not execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the Receivables, the other property conveyed hereunder and the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any UCC financing statement or continuation statement filed by the Contributor Seller in accordance with Section 1.01(cparagraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (bc) If at The Seller shall notify the Purchaser of any time the Contributor shall propose to sellrelocation of its principal executive office or state of incorporation within 30 days after such relocation, grant if, as a security interest in, or otherwise transfer any interest in contracts to any prospective purchaser, lender, or other transfereeresult of such relocation, the Contributor 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 give to promptly file any such prospective purchaser, lender, or other transferee amendment. The Seller shall at all times maintain its principal executive office within the United States of America. (d) The Seller shall maintain its computer tapes, records, or print-outs (including any restored from archives) systems so that, if they shall from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller's master computer records that refer in any manner whatsoever to any Contract, a Receivable shall indicate clearly that such Contract has been sold to the Transferor and then resold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders. (c) The Contributor shall deliver to the Transferor, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, Purchaser in such Receivable and that such Receivable is owned by the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestPurchaser.

Protection of Right Title and Interest. (ai) The Contributor Transferor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c1.01(d) of the Contribution and Servicing Agreement seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Transferor Issuer at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (bii) If at any time the Contributor Transferor shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts the Contracts to any prospective purchaser, lender, or other transferee, the Contributor Transferor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has have been sold to the Transferor and then resold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders. (ciii) The Contributor Transferor shall deliver to the TransferorIssuer, the Rating Agencies and the Trustee promptly after the execution and delivery of each any amendment heretohereto that, in the reasonably commercial judgment of the Trustee, is reasonably likely to have a material effect upon the Trustee's interests in the Trust Property, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution related Contribution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Right Title and Interest. (a) The Contributor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the interest of RCL Trust 2000-1 in the Series 2000-1 Certificates and in the proceeds thereof. The Contributor shall deliver (or cause to be delivered) to RCL Trust 2000-1 file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Contributor shall deliver any additional Certificates received after the Closing Date and evidencing the Series 2000-1 Certificates to the RCL Trustee registered in the name of the Ford Credit Auto Lease Trust 2000-1 or endorsed in blank. (b) The Contributor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c5.1(a) seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Transferor RCL Trust 2000-1 at least thirty (30) 5 days' prior written notice thereof and shall have promptly file filed appropriate amendments to all previously filed UCC financing statements or continuation statements. (bc) The Contributor shall give RCL Trust 2000-1 at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Contributor shall cause the Administrative Agent to at all times maintain each office from which it shall service Titling Company Assets, and its principal executive office, within the United States of America. (d) If at any time the Contributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts any other Certificates to any prospective purchaser, lender, or other transferee, the Contributor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs printouts (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any ContractSeries 2000-1 Asset, shall indicate clearly that such Contract Series 2000-0 Xxxxx xx owned by the applicable Titling Company and that the entire Specified Interest in such Series 2000-1 Asset has been sold transferred to the Transferor and then resold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the NoteholdersRCL Trust 2000-1. (ce) The Contributor shall deliver cause the Administrative Agent to permit RCL Trust 2000-1 and its agents (or any agents of any assignee of RCL Trust 2000-1 contemplated by the Basic Documents) at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Administrative Agent's records regarding any Series 2000-1 Asset. (f) Upon request of RCL Trust 2000-1, the Contributor shall cause the Administrative Agent to furnish to RCL Trust 2000-1, within 20 Business Days, a list of all Series 2000-1 Leases or Series 2000-1 Leased Vehicles (by vehicle identification number and account number), together with a reconciliation of such list to the Transferor, the Rating Agencies and the Trustee promptly after the execution and delivery Schedule of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestSeries 2000-1 Assets.

Protection of Right Title and Interest. (a) The Contributor Seller shall not execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the Receivables, the other property conveyed hereunder and the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any UCC financing statement or continuation statement filed by the Contributor Seller in accordance with Section 1.01(cparagraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (bc) The Seller shall notify the Purchaser of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Seller shall at all times maintain its principal executive office within the United States of America. (d) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller’s master computer records 12 (Nissan 2006-A Purchase Agreement) that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser. The Seller shall at all times maintain control of the Receivables constituting electronic chattel paper. (e) If at any time the Contributor Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts automotive receivables to any prospective purchaser, lender, lender or other transferee, the Contributor Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any ContractReceivable, shall indicate clearly that such Contract Receivable has been sold to the Transferor and then resold to the Issuer and pledged is owned by the Issuer to the Trustee for the benefit of the NoteholdersPurchaser. (cf) The Contributor Seller shall deliver permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit and make copies of and abstracts from the Transferor, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestSeller’s records regarding any Receivable.

Protection of Right Title and Interest. (a) The Contributor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c) seriously misleading within the meaning of ss. 9-402(7) 507 of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (b) If at any time the Contributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts to any prospective purchaser, lender, or other transferee, the Contributor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold to the Transferor and then resold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the Noteholders. (c) The Contributor shall deliver to the Transferor, the Managing Member, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Right Title and Interest. (a) The Contributor Seller shall not execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the Receivables, the other property conveyed hereunder and the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any UCC financing statement or continuation statement filed by the Contributor Seller in accordance with Section 1.01(cparagraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (bc) The Seller shall notify the Purchaser of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Seller shall at all times maintain its principal executive office within the United States of America. (d) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller's master computer records that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser. (e) If at any time the Contributor Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts automotive receivables to any prospective purchaser, lender, lender or other transferee, the Contributor Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any ContractReceivable, shall indicate clearly that such Contract Receivable has been sold to the Transferor and then resold to the Issuer and pledged is owned by the Issuer to the Trustee for the benefit of the NoteholdersPurchaser. (cf) The Contributor Seller shall deliver permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit and make copies of and abstracts from the TransferorSeller's records regarding any Receivable. (g) On each Distribution Date, the Rating Agencies and Seller shall pay the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, Lease Payment Deposit with respect to such Distribution Date to the EquipmentServicer, are required to be filed within thirty (30) days following on behalf of the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestTrust.

Protection of Right Title and Interest. (a) The Contributor Seller shall not execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the Receivables, the other property conveyed hereunder and the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any UCC financing statement or continuation statement filed by the Contributor Seller in accordance with Section 1.01(cparagraph (a) above seriously misleading within the meaning of ss. Section 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (bc) The Seller shall notify the Purchaser of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Seller shall at all times maintain its principal executive office within the United States of America. (d) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller's master computer records that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser. (e) If at any time the Contributor Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts automotive receivables to any prospective purchaser, lender, lender or other transferee, the Contributor Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any ContractReceivable, shall indicate clearly that such Contract Receivable has been sold to the Transferor and then resold to the Issuer and pledged is owned by the Issuer to the Trustee for the benefit of the NoteholdersPurchaser. (cf) The Contributor Seller shall deliver permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit and make copies of and abstracts from the Transferor, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestSeller's records regarding any Receivable.

Protection of Right Title and Interest. (a) The Contributor Seller shall not execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the Receivables, the other property conveyed hereunder and the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any UCC financing statement or continuation statement filed by the Contributor Seller in accordance with Section 1.01(cparagraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (bc) The Seller shall notify the Purchaser of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Seller shall at all times maintain its principal executive office within the United States of America. (d) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller's master computer records that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser. (Nissan 2003-A Purchase Agreement) (e) If at any time the Contributor Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts automotive receivables to any prospective purchaser, lender, lender or other transferee, the Contributor Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any ContractReceivable, shall indicate clearly that such Contract Receivable has been sold to the Transferor and then resold to the Issuer and pledged is owned by the Issuer to the Trustee for the benefit of the NoteholdersPurchaser. (cf) The Contributor Seller shall deliver permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit and make copies of and abstracts from the Transferor, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestSeller's records regarding any Receivable.

Protection of Right Title and Interest. (a) The Contributor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c) seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (b) If at any time the Contributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts to any prospective purchaser, lender, or other transferee, the Contributor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold to the Transferor and then resold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the NoteholdersNoteholders and the Swap Providers. (c) The Contributor shall deliver to the Transferor, the Managing Member, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Right Title and Interest. (a) The Contributor shall not change its name, identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by the Contributor in accordance with Section 1.01(c) seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (b) If at any time the Contributor shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts to any prospective purchaser, lender, or other transferee, the Contributor shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold to the Transferor and then resold to the Issuer and pledged by the Issuer to the Trustee for the benefit of the NoteholdersSecurityholders. (c) The Contributor shall deliver to the Transferor, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Right Title and Interest. (a) The Contributor Seller shall not execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the Receivables, the other property conveyed hereunder and the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller shall notify the Purchaser within 30 days after any change of its name, identity, identity or corporate structure in any manner that would, could, could or might make any UCC financing statement or continuation statement filed by the Contributor Seller in accordance with Section 1.01(cparagraph (a) above seriously misleading within the meaning of ss. Sections 9-402(7) 506 and 9-507 of the UCC, unless it shall have given the Transferor at least thirty (30) days' prior written notice thereof and shall promptly file appropriate amendments to all previously filed UCC financing statements or continuation statements. (bc) The Seller shall notify the Purchaser of any relocation of its principal executive office or state of incorporation within 30 days after such relocation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Seller shall at all times maintain its principal executive office within the United States of America. (d) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller's master computer records that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser. (e) If at any time the Contributor Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in contracts automotive receivables to any prospective purchaser, lender, lender or other transferee, the Contributor Seller shall give to such prospective purchaser, lender, lender or other transferee computer tapes, records, records or print-outs (including any restored from archives) that, if they shall refer in 12 (Purchase Agreement) any manner whatsoever to any ContractReceivable, shall indicate clearly that such Contract Receivable has been sold to the Transferor and then resold to the Issuer and pledged is owned by the Issuer to the Trustee for the benefit of the NoteholdersPurchaser. (cf) The Contributor Seller shall deliver permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit and make copies of and abstracts from the Transferor, the Rating Agencies and the Trustee promptly after the execution and delivery of each amendment hereto, an opinion of counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Transferor, the Issuer and the Trustee in the Trust Property have been filed or, with respect to the Equipment, are required to be filed within thirty (30) days following the Closing Date or the Substitution Date, as applicable, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestSeller's records regarding any Receivable.