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

Protection of Right Title and Interest. (a) The Transferor shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Issuer and the Indenture Trustee in, to and under the Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Issuer and its assignees, as the case may be, hereunder to all property transferred hereunder. The Transferor shall deliver to the Issuer, 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) Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, the Transferor shall give the Owner Trustee and the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof. (c) The Transferor will give the Issuer prompt written notice of any relocation of its chief executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof. The Transferor will at all times maintain its principal executive office within the United States of America. (d) The Transferor will deliver to the Issuer and the Indenture Trustee on or before [________ __] of each year, beginning with [____], an Opinion of Counsel, substantially in the form of Exhibit C.

Protection of Right Title and Interest. (a) The Transferor Seller shall cause this Agreement, all amendments hereto and/or all execute and file such financing statements and cause to be executed and filed such continuation statements and any other necessary documents covering the right, title and interest of the Issuer and the Indenture Trustee in, to and under the Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, required documentation all in such manner and in such places as may be required by law fully to preserve preserve, maintain and protect the right, title and ownership interest of FIACC in the Issuer Purchased Receivables and its assignees, as in the case may be, hereunder to all property transferred hereunderproceeds thereof. The Transferor Seller shall deliver (or cause to be delivered) to FIACC and the Issuer, fileDeal Agent filed-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) Within 30 days after the Transferor makes any The Seller shall not change in its name, identity identity, or corporate structure which would 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 Section 9-506 402 of the UCC, unless it shall have given FIACC, the Transferor shall give the Owner Trustee Collateral Agent and the Indenture Trustee Deal Agent at least sixty days' prior written notice of any such change thereof and shall file such have filed appropriate amendments to all previously filed financing statements or amendments as may be necessary continuation statements prior to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereofsuch changes. (c) The Transferor will Seller shall give FIACC, the Issuer prompt Deal Agent and the Collateral Agent at least sixty days' prior written notice of any relocation of its chief principal executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file any such financing statements or amendments as may be necessary amendment prior to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereofany such relocation. The Transferor will Seller shall at all times maintain its principal executive office within the United States of America. (d) The Transferor will deliver Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to FIACC, the Seller's master computer records (including any back-up archives) that refer to a Purchased Receivable shall indicate clearly the interest of FIACC in such Purchased Receivable and that such Purchased Receivable is owned by FIACC. Indication of FIACC's ownership of a Purchased Receivable shall be deleted from or modified on the Seller's computer systems when, and only when, the Purchased Receivable shall have been paid in full or repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Purchased Receivable, the same shall indicate clearly that such Purchased Receivable has been sold to and is owned by FIACC. (f) Upon the written request of the Collateral Agent, upon written request from the Secured Parties, the Seller shall cause the following notation to be stamped on the face of the retail installments sales contract evidencing such Receivable: "FIRST INVESTORS FINANCIAL SERVICES, INC. HAS SOLD AND ASSIGNED ALL RIGHT, TITLE AND INTEREST IN THIS CONTRACT TO FIRST INVESTORS AUTO CAPITAL CORPORATION, WHICH HAS GRANTED A SECURITY INTEREST IN THIS CONTRACT TO FIRST UNION CAPITAL MARKETS CORP., AS COLLATERAL AGENT FOR CERTAIN SECURED PARTIES." (g) Within sixty days after the Effective Time with respect to each Purchased Receivable, the Seller shall give written notice by regular mail, addressed to the Issuer Obligor under such Receivable, in form acceptable to FIACC, to the effect that such Purchased Receivable has been sold and assigned to FIACC. (h) The Seller shall permit FIACC and its agents and the Indenture Trustee on Deal Agent and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Purchased Receivable. (i) The Seller shall, or before [________ __] shall cause the Servicer to, provide a list to the Deal Agent of all Purchased Receivables, such list to be delivered to the Deal Agent, as of the end of each yearMarch, June, September and December, on the fifteenth Business Day after the end of each such month, beginning with [____]March, an Opinion 1998. Upon request, the Seller shall furnish to FIACC and the Deal Agent, within five Business Days, a list of Counselall Purchased Receivables (by contract number and name of Obligor) previously sold to FIACC pursuant to this Agreement. (j) The Seller will not amend, substantially in and shall not permit any amendment to any Extended Service Agreement relating to the form Financed Vehicles related to the Purchased Receivables which would adversely affect its ability and right to receive refunds under such contracts, or which would adversely affect the rights of Exhibit C.any of the Deal Agent, the Liquidity Agent, the Secured Party, the Noteholder, any Liquidity Provider, the Credit Support Provider or the Company. (k) The Seller agrees, for the benefit of the Deal Agent, to take all reasonable measures to enforce any right to a refund due to it under any Extended Service Agreement related to the Purchased Receivables.

Protection of Right Title and Interest. (a) The Transferor Epic shall deliver (or cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering to be delivered) to the right, title and interest of the Issuer Borrower and the Indenture Trustee in, to and under the Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Issuer and its assignees, as the case may be, hereunder to all property transferred hereunder. The Transferor shall deliver to the Issuer, file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordingfiling. In the event that Epic fails to perform its obligations under this subsection, registration the Borrower or filingthe Trustee may do so, on Epic's behalf, at the expense of Epic. Epic hereby grants the Borrower and the Trustee a power of attorney to effectuate the provisions of the preceding sentence. (b) Within 30 days after the Transferor makes any Epic shall not change in its namename identity, identity or corporate structure which would in any manner that would, could, or might make any UCC financing statement or continuation statement filed by Epic in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC, unless it shall have given the Transferor shall give the Owner Trustee Borrower and the Indenture Trustee at least five days' prior written notice of any such change thereof and shall file such have promptly filed appropriate amendments to all previously filed UCC financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereofcontinuation statements. (c) The Transferor will Epic shall give the Issuer prompt Borrower and the Trustee at least 60 days' prior written notice of any relocation of its principal place of business or chief executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed UCC financing or continuation statement or of any new UCC financing statement and shall promptly file any such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereofamendment. The Transferor will Epic shall at all times maintain each office from which it shall service the Loans and its principal executive office office, within the United States of America. Epic shall pay all filing fees or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 9.8(c). (d) The Transferor will Epic shall deliver to the Issuer Borrower and the Indenture Trustee on or before [________ __] promptly after the execution and delivery of each year, beginning with [____]amendment hereto, an Opinion of CounselCounsel either (i) stating that, substantially in the form opinion of Exhibit C.such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Borrower and the Trustee in the Trust Estate have been filed, 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 Transferor AutoBond shall deliver (or cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Issuer to be delivered) to AutoBond Funding and the Indenture Trustee in, to and under the Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Issuer and its assignees, as the case may be, hereunder to all property transferred hereunder. The Transferor shall deliver to the Issuer, file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordingfiling. In the event that AutoBond fails to perform its obligations under this subsection, registration AutoBond Funding or filingthe Trustee may do so, on AutoBond's behalf, at the expense of AutoBond. AutoBond hereby grants AutoBond Funding and the Trustee a power of attorney to effectuate the provisions of the preceding sentence. (b) Within 30 days after the Transferor makes any AutoBond shall not change in its namename identity, identity or corporate structure which would in any manner that would, could, or might make any UCC financing statement or continuation statement filed by AutoBond in accordance with paragraph (a) above seriously misleading within the meaning of Section 'SS' 9-506 402(7) of the UCC, the Transferor unless it shall give the Owner Trustee have given AutoBond Funding and the Indenture Trustee at least five days' prior written notice of any such change thereof and shall file such have promptly filed appropriate amendments to all previously filed UCC financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereofcontinuation statements. (c) The Transferor will AutoBond shall give AutoBond Funding and the Issuer prompt Trustee at least 60 days' prior written notice of any relocation of its principal place of business or chief executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed UCC financing or continuation statement or of any new UCC financing statement and shall promptly file any such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereofamendment. The Transferor will AutoBond shall at all times maintain each office from which it shall service the Auto Loans and its principal executive office office, within the United States of America. AutoBond shall pay all filing fees or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 6(e)(iii). (d) The Transferor will AutoBond shall deliver to the Issuer AutoBond Funding and the Indenture Trustee on or before [________ __] promptly after the execution and delivery of each year, beginning with [____]amendment hereto, an Opinion of CounselCounsel either (i) stating that, substantially in the form opinion of Exhibit C.such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of AutoBond Funding and the Trustee in the Trust Property have been filed, 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 Transferor AutoBond shall deliver (or cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering to be delivered) to the right, title and interest of the Issuer Borrower and the Indenture Trustee in, to and under the Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Issuer and its assignees, as the case may be, hereunder to all property transferred hereunder. The Transferor shall deliver to the Issuer, file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordingfiling. In the event that AutoBond fails to perform its obligations under this subsection, registration the Borrower or filingthe Trustee may do so, on AutoBond's behalf, at the expense of AutoBond. AutoBond hereby grants the Borrower and the Trustee a power of attorney to effectuate the provisions of the preceding sentence. (b) Within 30 days after the Transferor makes any AutoBond shall not change in its namename identity, identity or corporate structure which would in any manner that would, could, or might make any UCC financing statement or continuation statement filed by AutoBond in accordance with paragraph (a) above seriously misleading within the meaning of Section ss. 9-506 402(7) of the UCC, unless it shall have given the Transferor shall give the Owner Trustee Borrower and the Indenture Trustee at least five days' prior written notice of any such change thereof and shall file such have promptly filed appropriate amendments to all previously filed UCC financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereofcontinuation statements. (c) The Transferor will AutoBond shall give the Issuer prompt Borrower and the Trustee at least 60 days' prior written notice of any relocation of its principal place of business or chief executive office and whetherif, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed UCC financing or continuation statement or of any new UCC financing statement and shall promptly file any such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereofamendment. The Transferor will AutoBond shall at all times maintain each office from which it shall service the Auto Loans and its principal executive office office, within the United States of America. AutoBond shall pay all filing fees or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 9.8(c). (d) The Transferor will AutoBond shall deliver to the Issuer Borrower and the Indenture Trustee on or before [________ __] promptly after the execution and delivery of each year, beginning with [____]amendment hereto, an Opinion of CounselCounsel either (i) stating that, substantially in the form opinion of Exhibit C.such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Borrower and the Trustee in the Trust Property have been filed, 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 Transferor shall cause this Agreement, all amendments hereto and/or all financing statements and continuation statements and any other necessary documents covering the right, title and interest of the Issuer and the Indenture Trustee in, to and under the Receivables to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Issuer and its assignees, as the case may be, hereunder to all property transferred hereunder. The Transferor shall deliver to the Issuer, 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) Within 30 days after the Transferor makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, the Transferor shall give the Owner Trustee and the Indenture Trustee notice of any such change and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof. (c) The Transferor will give the Issuer prompt written notice of any relocation of its chief executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof. The Transferor will at all times maintain its principal executive office within the United States of America. (d) The Transferor will deliver to the Issuer and the Indenture Trustee on or before [________ __] of April 30 in each calendar year, beginning with [____]in 2024, an Opinion of Counsel, substantially in the form of Exhibit C.