Common use of PROTECTION OF TITLE OF ARFC AND THE TRUST Clause in Contracts

PROTECTION OF TITLE OF ARFC AND THE TRUST. (a) At or prior to the Closing Date or each Subsequent Transfer Date, as the case may be, AFL shall have filed or caused to be filed a UCC-1 financing statement, executed by AFL as seller or debtor, naming ARFC as purchaser or secured party and describing the Initial Receivables and the Initial Other Conveyed Property, with respect to this Agreement, and the Subsequent Receivables and the Subsequent Other Conveyed Property, with respect to each Subsequent Purchase Agreement, being sold by it to ARFC as collateral, with the office of the Secretary of State of the State of Minnesota and in such other locations as ARFC shall have required. From time to time thereafter, AFL 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 ARFC under this Agreement and each Subsequent Purchase Agreement and of the Trust under the Sale and Servicing Agreement and each Subsequent Transfer Agreement in the Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and the Subsequent Other Conveyed Property, as the case may be, and in the proceeds thereof. AFL shall deliver (or cause to be delivered) to ARFC, the Owner Trustee, the Indenture Trustee and the Security Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that AFL fails to perform its obligations under this subsection, ARFC or the Owner Trustee may do so at the expense of AFL. (b) AFL shall not change its name, identity, or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by AFL (or by ARFC or the Owner Trustee on behalf of AFL) in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given ARFC, the Owner Trustee and the Security Insurer at least 60 days' prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) AFL shall give ARFC, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing), the Indenture Trustee and the Owner Trustee 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. AFL shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) AFL shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Initial Receivables to ARFC, and from and after the time of sale under each Subsequent Purchase Agreement of the Subsequent Receivables to ARFC, and the conveyance of the Initial Receivables and the Subsequent Receivables by ARFC to the Trust, AFL's master computer records (including archives) that shall refer to an Initial Receivable or Subsequent Receivable indicate clearly that such Initial Receivable or Subsequent Receivable has been sold to ARFC and has been conveyed by ARFC to the Trust. Indication of the Trust's ownership of an Initial Receivable or Subsequent Receivable shall be deleted from or modified on AFL's computer systems when, and only when, the Initial Receivable or Subsequent Receivable shall become a Purchased Receivable or shall have been paid in full. (e) If at any time AFL shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, AFL 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 Initial Receivable or Subsequent Receivable, shall indicate clearly that such Initial Receivable or Subsequent Receivable has been sold to ARFC and is owned by the Trust.

PROTECTION OF TITLE OF ARFC AND THE TRUST. (a) At or prior to the Closing Date or each Subsequent Transfer Date, as the case may be, AFL shall have filed or caused to be filed a UCC-1 financing statement, executed by AFL as seller or debtor, naming ARFC as purchaser or secured party and describing the Initial Receivables and the Initial Other Conveyed Property, with respect to this Agreement, and the Subsequent Receivables and the Subsequent Other Conveyed Property, with respect to each Subsequent Purchase Agreement, Property being sold by it to ARFC as collateral, with the office of the Secretary of State of the State of Minnesota Texas and in such other locations as ARFC shall have required. From time to time thereafter, AFL 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 ARFC under this Agreement and each Subsequent Purchase Agreement and of the Trust under the Sale and Servicing Agreement and each Subsequent Transfer Agreement in the Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and the Subsequent Other Conveyed Property, as the case may be, and in the proceeds thereof. AFL shall deliver (or cause to be delivered) to ARFC, the Owner Trustee, Trustee and the Indenture Trustee and the Security Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that AFL fails to perform its obligations under this subsection, ARFC or the Owner Trustee may do so at the expense of AFL. (b) AFL shall not change its name, identity, or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by AFL (or by ARFC or the Owner Trustee on behalf of AFL) in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given ARFC, ARFC and the Owner Trustee and the Security Insurer at least 60 days' prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) AFL shall give ARFC, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing), the Indenture Trustee and the Owner Trustee 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. AFL shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) AFL shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Initial Receivables to ARFC, and from and after the time of sale under each Subsequent Purchase Agreement of the Subsequent Receivables to ARFC, and the conveyance of the Initial Receivables and the Subsequent Receivables by ARFC to the Trust, AFL's master computer records (including archives) that shall refer to an Initial Receivable or Subsequent Receivable a Receivable, indicate clearly that such Initial Receivable or Subsequent Receivable has been sold to ARFC and has been conveyed by ARFC to the Trust. Indication of the Trust's ownership of an Initial Receivable or Subsequent a Receivable shall be deleted from or modified on AFL's computer systems when, and only when, the Initial Receivable or Subsequent Receivable shall become a Purchased Receivable or shall have been paid in full. (e) If at any time AFL shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, AFL 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 Initial Receivable or Subsequent Receivable, shall indicate clearly that such Initial Receivable or Subsequent Receivable has been sold to ARFC and is owned by the Trust.

PROTECTION OF TITLE OF ARFC AND THE TRUST. (a) At or prior to the Closing Date or each Subsequent Transfer Date, as the case may be, AFL shall have filed or caused to be filed a UCC-1 financing statement, executed by AFL as seller or debtor, naming ARFC as purchaser or secured party and describing the Initial Receivables and the Initial Other Conveyed Property, with respect to this Agreement, and the Subsequent Receivables and the Subsequent Other Conveyed Property, with respect to each Subsequent Purchase Agreement, being sold by it to ARFC as collateral, with the office of the Secretary of State of the State of Minnesota and in such other locations as ARFC shall have required. From time to time thereafter, AFL 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 ARFC under this Agreement and each Subsequent Purchase Agreement and of the Trust under the Sale and Servicing Agreement and each Subsequent Transfer Agreement in the Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and the Subsequent Other Conveyed Property, as the case may be, and in the proceeds thereof. AFL shall deliver (or cause to be delivered) to ARFC, the Owner Trustee, the Indenture Trustee and the Security Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that AFL fails to perform its obligations under this subsection, ARFC or the Owner Trustee may do so at the expense of AFL. (b) AFL shall not change its name, identity, or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by AFL (or by ARFC or the Owner Trustee on behalf of AFL) in accordance with paragraph (a) above a)above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given ARFC, the Owner Trustee and the Security Insurer at least 60 days' prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) AFL shall give ARFC, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing), the Indenture Trustee and the Owner Trustee 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. AFL shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) AFL shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Initial Receivables to ARFC, and from and after the time of sale under each Subsequent Purchase Agreement of the Subsequent Receivables to ARFC, and the conveyance of the Initial Receivables and the Subsequent Receivables by ARFC to the Trust, AFL's master computer records (including archives) that shall refer to an Initial Receivable or Subsequent Receivable indicate clearly that such Initial Receivable or Subsequent Receivable has been sold to ARFC and has been conveyed by ARFC to the Trust. Indication of the Trust's ownership of an Initial Receivable or Subsequent Receivable shall be deleted from or modified on AFL's computer systems when, and only when, the Initial Receivable or Subsequent Receivable shall become a Purchased Receivable or shall have been paid in full. (e) If at any time AFL shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, AFL 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 Initial Receivable or Subsequent Receivable, shall indicate clearly that such Initial Receivable or Subsequent Receivable has been sold to ARFC and is owned by the Trust.

PROTECTION OF TITLE OF ARFC AND THE TRUST. (a) At or prior to the Closing Date or each Subsequent Transfer Date, as the case may be, AFL shall have filed or caused to be filed a UCC-1 financing statement, executed by AFL as seller or debtor, naming ARFC as purchaser or secured party and describing the Initial Receivables and the Initial Other Conveyed Property, with respect to this Agreement, and the Subsequent Receivables and the Subsequent Other Conveyed Property, with respect to each Subsequent Purchase Agreement, being sold by it to ARFC as collateral, with the office of the Secretary of State of the State of Minnesota and in such other locations as ARFC shall have required. From time to time thereafter, AFL 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 ARFC under this Agreement and each Subsequent Purchase Agreement and of the Trust under the Sale and Servicing Agreement and each Subsequent Transfer Agreement in the Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and the Subsequent Other Conveyed Property, as the case may be, and in the proceeds thereof. AFL shall deliver (or cause to be delivered) to ARFC, the Owner Trustee, the Indenture Trustee and the Security Insurer file-file- stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that AFL fails to perform its obligations under this subsection, ARFC or the Owner Trustee may do so at the expense of AFL. (b) AFL shall not change its name, identity, or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by AFL (or by ARFC or the Owner Trustee on behalf of AFL) in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given ARFC, the Owner Trustee and the Security Insurer at least 60 days' prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) AFL shall give ARFC, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing), the Indenture Trustee and the Owner Trustee 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. AFL shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) AFL shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Initial Receivables to ARFC, and from and after the time of sale under each Subsequent Purchase Agreement of the Subsequent Receivables to ARFC, and the conveyance of the Initial Receivables and the Subsequent Receivables by ARFC to the Trust, AFL's master computer records (including archives) that shall refer to an Initial Receivable or Subsequent Receivable indicate clearly that such Initial Receivable or Subsequent Receivable has been sold to ARFC and has been conveyed by ARFC to the Trust. Indication of the Trust's ownership of an Initial Receivable or Subsequent Receivable shall be deleted from or modified on AFL's computer systems when, and only when, the Initial Receivable or Subsequent Receivable shall become a Purchased Receivable or shall have been paid in full. (e) If at any time AFL shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, AFL 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 Initial Receivable or Subsequent Receivable, shall indicate clearly that such Initial Receivable or Subsequent Receivable has been sold to ARFC and is owned by the Trust.