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

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser 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 or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-506 and 9-507 of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) 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. 11 (Nissan 2005-B Purchase Agreement) (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 print-outs 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. (f) The Seller shall 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 Seller’s records regarding any Receivable.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser 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 or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-506 and 9-507 of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) 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 '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. 11 (Nissan 2005-B Purchase Agreement). (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 print-outs 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. (f) The Seller shall 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 Seller’s 's records regarding any Receivable. (g) On each Distribution Date, the Seller shall pay the Lease Payment Deposit with respect to such Distribution Date to the Servicer, on behalf of the Trust.

Protection of Right Title and Interest. (a) The Each Seller shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, statements and any required documentation all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Purchaser in the Receivables, the other property conveyed hereunder Property and in the proceeds thereof. The Each Seller shall deliver (or cause to be delivered) to the Purchaser filePurchaser, the Collateral Agent and the Deal Agent filed-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The No 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 financing statement or continuation statement filed by the such Seller in accordance with paragraph PARAGRAPH (a) above seriously misleading within the meaning of Sections Section 9-506 and 9-507 of the UCC, unless it shall have given the Purchaser, the Collateral Agent and the Deal Agent at least thirty (30) days' prior written notice thereof and shall promptly file have filed appropriate amendments to all previously filed financing statements or continuation statementsstatements prior to such changes. No Seller shall cease to be a "registered organization" within the meaning of Article 9 of the UCC as adopted in each relevant jurisdiction. (c) The Each Seller shall notify give the Purchaser Purchaser, the Collateral Agent and the Deal Agent at least thirty (30) days' prior written notice 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 amendmentamendment prior to any such relocation. The Each Seller shall at all times maintain its principal executive office within the United States of America. (d) The No Seller will amend, and no Seller shall maintain permit any amendment to any Securitization Facility Documents relating to the Property which would adversely affect its computer systems so thatrespective ability and right to receive refunds with respect thereto, from and after or which would adversely affect the time rights of sale hereunder any 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. 11 (Nissan 2005-B Purchase Agreement) (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 transfereeDeal Agent, the Seller shall give to such prospective purchaserCollateral Agent, lender the Liquidity Agent or other transferee computer tapes, records or print-outs 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 PurchaserSecured Parties. (f) The Seller shall 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 Seller’s records regarding any Receivable.

Protection of Right Title and Interest. (a) The Seller Servicer shall execute and file such cause this Agreement, any Supplement, all amendments hereto or thereto and/or all financing statements and cause continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be executed promptly recorded, registered and filed such continuation statementsfiled, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain preserve and protect the interest of the Purchaser in the Receivablessuch right, the other property conveyed hereunder title and the proceeds thereofinterest. The Seller Servicer shall deliver (or cause to be delivered) to the Purchaser Trustee 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 Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Seller shall notify Servicer will give the Purchaser within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-506 and 9-507 of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller shall notify the Purchaser Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its principal place of business or chief executive office or state of incorporation within 30 days after such relocation, ifand 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 promptly file any such amendmentfinancing statements or amendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assets. The Seller shall Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the United States of America. (dc) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables Servicer will deliver to the PurchaserTrustee upon the execution hereto and delivery of each amendment of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (which may be in-house counsel), reasonably acceptable to 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. 11 (Nissan 2005-B Purchase Agreement)Trustee. (ed) 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 transfereeServicer is no longer Stone Container, the Seller Transferor shall give deliver to the Successor Servicer powers-of-attorney such prospective purchaser, lender or other transferee computer tapes, records or print-outs that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold Successor Servicer may perform the obligations set forth in Sections 13.2(a), 13.2(b) and is owned by the Purchaser13.2(c). (f) The Seller shall 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 Seller’s records regarding any Receivable.

Protection of Right Title and Interest. (a) The Seller Sellers shall execute and file take such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places actions as may be are required by law fully to preserve, maintain maintain, and protect fully the interest of the Purchaser in the Receivables, the other property conveyed hereunder Sold Assets and in the proceeds thereof. The Seller shall Each of the Sellers shall, at its sole cost and expense, promptly and duly execute and deliver any and all further instruments and documents and take such further actions that may be necessary or desirable or that the Purchaser may request to carry out more effectively the provisions and purposes of this Agreement or any other Transaction Document or to obtain the full benefits of this Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or cause appropriate for the sale to or for the benefit of the Purchaser of any Sold Assets, (ii) perfecting, protecting, preserving, continuing and maintaining fully the purchase by, and the assignments, security interests and other Liens granted or purported to be deliveredgranted to, the Purchaser under this Agreement (including the filing any financing or continuation statements under the UCC with respect to the ownership interests or Liens granted hereunder or under any other Transaction Document) and (iii) enabling the Purchaser, the Issuer or the Indenture Trustee to exercise or enforce its rights under this Agreement or any of the other Transaction Documents. Each of the Sellers hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file any such financing or continuation statements without the signature of the Sellers to the extent permitted by applicable law. A carbon, photographic or other reproduction of this Agreement or of any notice or financing statement covering the Sold Assets shall be sufficient as a notice or financing statement where permitted by law. If any amount payable under or in connection with any of the Sold Assets is or shall become evidenced by any instrument, such instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Purchaser file-stamped copies immediately upon the Sellers' receipt thereof and promptly delivered to or at the direction of the Purchaser. If either of the Sellers fail to perform any agreement or obligation under this Section 5.1(a), the Purchaser, the Issuer or the Indenture Trustee may (but shall not be required to) itself perform, or cause performance of, such agreement or filing receipts forobligation, any document filed as provided aboveand the reasonable expenses of the Purchaser, as soon as available following the Issuer or the Indenture Trustee incurred in connection therewith shall be payable by such filingSeller upon demand of the Purchaser. (b) The Seller Sellers shall notify the Purchaser within 30 days after any not change of its nametheir respective names, identity identities, or corporate structure structures in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller Sellers, in accordance with paragraph (aSection 5.1(a) above seriously misleading within the meaning of Sections 9-506 and 9-507 ss. 9- 402(7) of the UCCNew York Uniform Commercial Code, unless such Seller shall have given the Purchaser at least 30 days' prior written notice thereof and shall promptly file have promptly, but in no event later than 10 days after such change, filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller Sellers shall notify give the Purchaser Purchaser, the Issuer and the Indenture Trustee at least 30 days' prior written notice of any relocation of its their principal executive office or state of incorporation within 30 days after such relocation, offices if, as a result of such relocation, the applicable provisions of the UCC Uniform Commercial Code would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly promptly, but in no event later than 10 days after such relocation, file any such amendment. The Seller shall at all times maintain its principal executive office within the United States of Americaamendment or new financing statement. (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. 11 (Nissan 2005-B Purchase Agreement) (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 print-outs 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. (f) The Seller Sellers shall permit the Purchaser and its agents at any time during normal business hours upon reasonable advance notice to inspect, audit audit, and make copies of and abstracts from the Seller’s Sellers' records regarding any Receivablethe Sold Assets. (e) On the Closing Date, the Sellers shall furnish to the Purchaser, a list of all Sold Leases and Sold Vehicles (by vehicle registration number and account number).

Protection of Right Title and Interest. (a) The Seller Each of the Sellers shall execute and file such financing statements and cause to be executed and filed such continuation statements, statements and any required documentation all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Purchaser in the Receivables, the other property conveyed hereunder Agreement Collateral and in the proceeds thereof. The Seller Sellers shall deliver (or cause to be delivered) to the Purchaser filePurchaser, the Issuer, the Collateral Agent and the Deal Agent filed-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Seller None of the Sellers 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 financing statement or continuation statement filed by the Seller Sellers in accordance with paragraph (a) above seriously misleading within the meaning of Sections Section 9-506 and 9-507 402 of the UCC, unless it shall have given the Purchaser, the Issuer, the Collateral Agent and the Deal Agent at least thirty days' prior written notice thereof and shall promptly file have filed appropriate amendments to all previously filed financing statements or continuation statementsstatements prior to such changes. (c) The Seller Each of the Sellers shall notify give the Purchaser Purchaser, the Issuer, the Collateral Agent and the Deal Agent at least thirty days' prior written notice 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 amendmentamendment prior to any such relocation. The Seller Each of the Sellers shall at all times maintain its principal executive office within the United States of America. (d) The Seller Sellers will not amend, and shall maintain its computer systems so thatnot permit any amendment to any ALAC Securitization Document, from the ALAC Sale and after Servicing Agreements or the time Master Spread Account Agreement relating to the Agreement Collateral which would adversely affect their respective ability and right to receive refunds with respect thereto, or which would adversely affect the rights of sale hereunder any of the Receivables to the PurchaserIssuer, the Seller’s master computer records that refer to a Receivable shall indicate clearly Deal Agent, the interest of Collateral Agent, the Purchaser in such Receivable and that such Receivable is owned by Liquidity Agent, the Purchaser. 11 (Nissan 2005-B Purchase Agreement) (e) If at any time the Seller shall propose to sell, grant a security interest inSecured Parties, 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 print-outs 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. (f) The Seller shall 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 Seller’s records regarding any Receivable.

Protection of Right Title and Interest. (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser 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 or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-506 and 9-507 of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements. (c) 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 '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. 11 (Nissan 2005-B Purchase Agreement). (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 print-outs that, if they shall refer in 12 (Purchase Agreement) any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser. (f) The Seller shall 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 Seller’s 's records regarding any Receivable.

Protection of Right Title and Interest. (a) The Seller shall execute and file such cause this Agreement, all amendments hereto and/or all financing statements and cause continuation statements and any other necessary documents covering the right, title and interest of the Purchaser in and to the Receivables and the other Purchased Assets transferred by it to the Purchaser hereunder to be executed promptly recorded, registered and filed such continuation statementsfiled, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain preserve and protect the right, title and interest and perfected ownership and first priority security interest of the Purchaser in the Receivables, the other property conveyed hereunder and the proceeds thereofto such property. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. (b) The . In addition to the foregoing, the Seller shall notify agrees that following the occurrence of a Purchase Termination Date, at the request of the Purchaser within 30 days after any change or the Controlling Party, it shall cause notices of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the transfer of the Receivables and Related Security pursuant to this Agreement to be sent to the relevant Obligors. The Purchaser shall cooperate fully with the Seller in accordance connection with paragraph (a) the obligations set forth above seriously misleading within and, at the meaning of Sections 9-506 and 9-507 expense of the UCCSeller, will execute any and shall promptly file appropriate amendments all documents reasonably required to all previously filed financing statements or continuation statements. (c) The Seller shall notify fulfill the Purchaser intent 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 amendmentthis Section. 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 not take any action which would impair or omit to take any action necessary to avoid impairment of the Receivables to the Purchaser, the Seller’s master computer records that refer to a Receivable shall indicate clearly the interest rights of the Purchaser or the Trustee in such the Receivables or the other Purchased Assets, nor shall it take any action to cause a Receivable and that such Receivable is owned to be evidenced by the Purchaser. 11 (Nissan 2005-B Purchase Agreement) (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 promissory note or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable instrument unless actual possession thereof has been sold and is owned by transferred to the PurchaserCustodian. (f) The Seller shall 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 Seller’s records regarding any Receivable.