Common use of Protection of Title to Interest Clause in Contracts

Protection of Title to Interest. (a) NAFI shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of National Financial, the Trust, the Trust Collateral Agent and the Insurer under this Agreement in the Trust Property and in the proceeds thereof. NAFI shall deliver (or cause to be delivered) to National Financial and the Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) NAFI 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 National Financial in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Trust Collateral Agent and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National Financial's interest in the Receivable Assets, which filings shall be made no later than 30 days after the effective date of any such change. (c) NAFI shall give National Financial, the Trust Collateral Agent and the Insurer 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 appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National Financial's interest in the Receivable Assets, which filings shall be made no later than 30 days after the effective date of any such change. NAFI shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) If at any time NAFI proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, NAFI shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such contract has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by NAFI, National Financial or the Servicer. (e) NAFI shall permit National Financial, the Trust Collateral Agent, the Insurer and their respective agents, at any time to inspect, audit and make copies of and abstracts from NAFI's records regarding any Receivables or any other portion of the Trust Property. (f) NAFI shall furnish to National Financial, the Trust Collateral Agent and the Insurer at any time upon request a list of all Receivables then held as part of the Trust Property, together with a reconciliation of such list to the Receivables Schedules and to each of the Servicer's statements furnished before such request indicating removal of Receivables from the Trust Property. The Trust Collateral Agent shall hold any such list and Receivables Schedules for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination.

Protection of Title to Interest. (a) NAFI shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of National Financial, the 1997-1 Trust, the Trust Collateral Agent and the Insurer under this Agreement in the Trust Property and in the proceeds thereof. NAFI shall deliver (or cause to be delivered) to National Financial and the Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) NAFI 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 National Financial in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Trust Collateral Agent and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National Financial's interest in the Receivable Assets, which filings shall be made no later than 30 days after the effective date of any such change. (c) NAFI shall give National Financial, the Trust Collateral Agent and the Insurer 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 appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National Financial's interest in the Receivable Assets, which filings shall be made no later than 30 days after the effective date of any such change. NAFI shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (d) If at any time NAFI proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, NAFI shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such contract has been sold and is owned by the 1997-1 Trust unless such Receivable has been paid in full or repurchased by NAFI, National Financial or the Servicer. (e) NAFI shall permit National Financial, the Trust Collateral Agent, the Insurer and their respective agents, at any time to inspect, audit and make copies of and abstracts from NAFI's records regarding any Receivables or any other portion of the Trust Property. (f) NAFI shall furnish to National Financial, the Trust Collateral Agent and the Insurer at any time upon request a list of all Receivables then held as part of the Trust PropertyTrust, together with a reconciliation of such list to the Receivables Receivable Schedules and to each of the Servicer's statements furnished before such request indicating removal of Receivables from the Trust PropertyTrust. The Trust Collateral Agent shall hold any such list and Receivables Receivable Schedules for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination.

Protection of Title to Interest. (a) NAFI The Transferor or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of National Financial, the Trust, the Trust Collateral Agent Trustee and the Certificate Insurer under this Agreement in the Trust Property Estate and in the proceeds thereof. NAFI The Transferor or the Servicer or both shall deliver (or cause to be delivered) to National Financial the Trustee and the Certificate Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) NAFI Neither the Transferor nor the Servicer 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 National Financial the Transferor in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Trust Collateral Agent Trustee and the Certificate Insurer (so long as an a Certificate Insurer Default shall not have occurred and be continuing) at least 60 30 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National Financial's interest in the Receivable Assets, which filings shall be made no later than 30 days after the effective date of any such changestatements. (c) NAFI Each of the Transferor and the Servicer shall give National Financial, the Trust Collateral Agent Trustee and the Certificate Insurer at least 60 30 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 appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National Financial's interest in the Receivable Assets, which filings shall be made no later than 30 days after the effective date of any such change. NAFI The Servicer shall at all times maintain each office from which it services Receivables Contracts and its principal executive office within the United States of America. (d) If at any time NAFI the Transferor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, NAFI the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any ReceivableContract, indicate clearly that such contract has been sold and is owned by the Trust unless such Receivable Contract has been paid in full or repurchased by NAFINAFCO, National Financial the Transferor or the Servicer. (e) NAFI The Servicer shall permit National Financialthe Trustee, the Trust Collateral AgentCertificate Insurer, the Insurer Transferor and their respective agents, at any time to inspect, audit and make copies of and abstracts from NAFIthe Servicer's records regarding any Receivables Contracts or any other portion of the Trust PropertyEstate. (f) NAFI The Servicer shall furnish to National Financialthe Trustee, the Trust Collateral Agent Transferor and the Certificate Insurer at any time upon request a list of all Receivables Contracts then held as part of the Trust PropertyTrust, together with a reconciliation of such list to the Receivables Contract Schedules and to each of the Servicer's statements furnished before such request indicating removal of Receivables Contracts from the Trust PropertyTrust. The Trust Collateral Agent Trustee shall hold any such list and Receivables Contract Schedules for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (g) The Transferor and Servicer shall deliver to the Trustee and the Certificate Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.08(b) or (c), an Opinion of Counsel (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Contracts and the Trust Estate, and reciting the details of such filing or referring to prior Opinions of Counsel in which such details are given, (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest, or (c) stating in the opinion of such counsel, any action which is necessary to preserve and protect such interest during the following 12-month period. (h) The Servicer shall deliver to the Trustee and the Certificate Insurer, within 90 days after the beginning of each calendar year beginning with calendar year 1996, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Contracts and the Trust Estate, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Interest. (a) NAFI ACCH shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of National Financial, the Trust, the Trust Collateral Agent and the Insurer NAFCO under this Agreement in the Trust Property Contract Assets and in the proceeds thereof. NAFI ACCH shall deliver (or cause to be delivered) to National Financial and the Insurer NAFCO file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) NAFI ACCH 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 National Financial NAFCO in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Trust Collateral Agent Trustee and the Certificate Insurer (so long as an a Certificate Insurer Default shall not have occurred and be continuing) and NAFCO at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National FinancialNAFCO's interest in the Receivable Contract Assets, which filings shall be made no later than 30 days after the effective date of any such change. (c) NAFI ACCH shall give National Financial, the Trust Collateral Agent and the Insurer NAFCO at least 60 30 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 appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National FinancialNAFCO's interest in the Receivable Contract Assets, which filings shall be made no later than 30 days after the effective date of any such change. NAFI ACCH shall at all times maintain each office from which it services Receivables Contracts and its principal executive office within the United States of America. (d) If at any time NAFI ACCH proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, NAFI ACCH shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any ReceivableContract, indicate clearly that such contract has been sold and is owned by the Trust unless such Receivable Contract has been paid in full or repurchased by NAFIACCH, National Financial the Transferor or the Servicer. (e) NAFI ACCH shall permit National FinancialNAFCO, the Trust Collateral AgentTrustee, the Certificate Insurer and their respective agents, at any time to inspect, audit and make copies of and abstracts from NAFIACCH's records regarding any Receivables Contracts or any other portion of the Trust PropertyContract Assets. (f) NAFI shall furnish to National Financial, the Trust Collateral Agent and the Insurer at any time upon request a list of all Receivables then held as part of the Trust Property, together with a reconciliation of such list to the Receivables Schedules and to each of the Servicer's statements furnished before such request indicating removal of Receivables from the Trust Property. The Trust Collateral Agent shall hold any such list and Receivables Schedules for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination.

Protection of Title to Interest. (a) NAFI NAFCO shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of National Financial, the Trust, the Trust Collateral Agent Trustee and the Certificate Insurer under this Agreement in the Trust Property Estate and in the proceeds thereof. NAFI NAFCO shall deliver (or cause to be delivered) to National Financial and the Certificate Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) NAFI NAFCO 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 National Financial the Transferor in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Trust Collateral Agent Trustee and the Certificate Insurer (so long as an a Certificate Insurer Default shall not have occurred and be continuing) at least 60 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National Financial's interest in the Receivable Contract Assets, which filings shall be made no later than 30 days after the effective date of any such change. (c) NAFI NAFCO shall give National Financial, the Trust Collateral Agent Trustee and the Certificate Insurer 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 appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National Financial's interest in the Receivable Contract Assets, which filings shall be made no later than 30 days after the effective date of any such change. NAFI NAFCO shall at all times maintain each office from which it services Receivables Contracts and its principal executive office within the United States of America. (d) If at any time NAFI NAFCO proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, NAFI NAFCO shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any ReceivableContract, indicate clearly that such contract has been sold and is owned by the Trust unless such Receivable Contract has been paid in full or repurchased by NAFINAFCO, National Financial the Transferor or the Servicer. (e) NAFI NAFCO shall permit National Financial, the Trust Collateral AgentTrustee, the Insurer and Certificate Insurer, their respective agents, at any time to inspect, audit and make copies of and abstracts from NAFINAFCO's records regarding any Receivables Contracts or any other portion of the Trust PropertyEstate. (f) NAFI NAFCO shall furnish to National Financial, the Trust Collateral Agent Trustee and the Certificate Insurer at any time upon request a list of all Receivables Contracts then held as part of the Trust PropertyTrust, together with a reconciliation of such list to the Receivables Contract Schedules and to each of the Servicer's statements furnished before such request indicating removal of Receivables Contracts from the Trust PropertyTrust. The Trust Collateral Agent Trustee shall hold any such list and Receivables Contract Schedules for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination.

Protection of Title to Interest. (a) NAFI The Transferor or the Master Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of National Financial, the Trust, the Trust Collateral Agent Trustee and the Certificate Insurer under this Agreement in the Trust Property Estate and in the proceeds thereof. NAFI The Transferor or the Master Servicer or both shall deliver (or cause to be delivered) to National Financial the Trustee and the Certificate Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) NAFI Neither the Transferor nor the Master Servicer 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 National Financial the Transferor in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Trust Collateral Agent Trustee and the Certificate Insurer (so long as an a Certificate Insurer Default shall not have occurred and be continuing) at least 60 30 days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National Financial's interest in the Receivable Assets, which filings shall be made no later than 30 days after the effective date of any such changestatements. (c) NAFI Each of the Transferor and the Master Servicer shall give National Financial, the Trust Collateral Agent Trustee and the Certificate Insurer at least 60 30 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 appropriate amendments to all previously filed financing statements and continuation statements as may be required to preserve and protect National Financial's interest in the Receivable Assets, which filings shall be made no later than 30 days after the effective date of any such change. NAFI The Master Servicer shall at all times maintain each office from which it services Receivables Contracts and its principal executive office within the United States of America. (d) If at any time NAFI the Transferor or the Master Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, NAFI the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any ReceivableContract, indicate clearly that such contract has been sold and is owned by the Trust unless such Receivable Contract has been paid in full or repurchased by NAFINAFCO, National Financial the Transferor or the Master Servicer. (e) NAFI The Master Servicer shall permit National Financialthe Trustee, the Trust Collateral AgentCertificate Insurer, the Insurer Transferor and their respective agents, at any time to inspect, audit and make copies of and abstracts from NAFIthe Master Servicer's records regarding any Receivables Contracts or any other portion of the Trust PropertyEstate. (f) NAFI The Master Servicer shall furnish to National Financialthe Trustee, the Trust Collateral Agent Transferor and the Certificate Insurer at any time upon request a list of all Receivables Contracts then held as part of the Trust PropertyTrust, together with a reconciliation of such list to the Receivables Contract Schedules and to each of the Master Servicer's statements furnished before such request indicating removal of Receivables Contracts from the Trust PropertyTrust. The Trust Collateral Agent Trustee shall hold any such list and Receivables Contract Schedules for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (g) The Transferor and Master Servicer shall deliver to the Trustee and the Certificate Insurer simultaneously with the execution and delivery of this Agreement and of each amendment thereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.08(b) or (c), an Opinion of Counsel (a) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Contracts and the Trust Estate, and reciting the details of such filing or referring to prior Opinions of Counsel in which such details are given, (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest, or (c) stating in the opinion of such counsel, any action which is necessary to preserve and protect such interest during the following 12-month period. (h) The Master Servicer shall deliver to the Trustee and the Certificate Insurer, within 90 days after the beginning of each calendar year beginning with calendar year 1996, an Opinion of Counsel, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Contracts and the Trust Estate, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.