Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.
Custody of Receivables Files To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee on behalf of the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (the parties hereto expressly acknowledging and agreeing that the Servicer may appoint a third party to act as the agent of the Servicer to maintain possession of such documents, electronic files or instruments as contemplated by Sections 3.01(v) and 3.03(b) of this Agreement) which are hereby held by the Servicer for benefit of the Issuer with respect to each Receivable:
(a) the original tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is defined in Section 9-102 of the UCC) fully executed by the related Obligor or a copy or image of such original tangible record that is stored in an electronic medium that the Servicer shall maintain in accordance with its customary procedures and that shall be a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable, which authoritative copy identifies TMCC as the secured party under such Receivable or as the assignee of the secured party under such Receivable;
(b) the original credit application executed by the related Obligor (or a photocopy or other image thereof that the Servicer shall keep on file in accordance with its customary procedures), on TMCC’s customary form, or on a form approved by TMCC;
(c) the original certificate of title (or evidence that such certificate of title has been applied for), or a photocopy or other image thereof of such documents that the Servicer shall keep on file in accordance with TMCC’s customary procedures, evidencing the security interest in the related Financed Vehicle; and
(d) any and all other documents (whether tangible or electronic) that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its customary procedures, relating to such Receivable, the related Obligor or Financed Vehicle; provided, that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivables File so long as the Servicer remains primarily responsible for their safekeeping, provided further, that the Servicer shall not transmit or transfer the authoritative copy of a Receivable that is in the form of electronic chattel paper to another person unless such person is able to and agrees to maintain TMCC’s “control” (as such term is used in Section 9-105 of the UCC) over the authoritative copy or the control of any authorized assignee of TMCC.
Servicing of Receivables The Master Servicer shall service the Receivables as required by the terms of this Agreement and in material compliance with its standard and customary procedures for servicing all its other comparable motor vehicle receivables and in compliance with applicable law; and
Previously Reviewed Receivable; Duplicative Tests If any Review Receivable was included in a prior Review, the Asset Representations Reviewer will not conduct additional Tests on such Review Receivable, but will include the previously reported Test results in the Review Report for the current Review. If the same Test is required for more than one representation and warranty, the Asset Representations Reviewer will only perform the Test once for each Review Receivable, but will report the results of the Test for each applicable representation and warranty on the Review Report.
Payments on Receivables, Collection Accounts The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.
Reassignment of Ineligible Receivables (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this Agreement, TRS shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b).
(b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsection.
Schedule of Receivables The information set forth in the Schedule of Receivables has been produced from the Electronic Ledger and was true and correct in all material respects as of the close of business on the Cutoff Date.
Collection of Receivable Payments (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection practices, policies and procedures as it follows with respect to comparable motor vehicle related receivables that it services for itself or others in connection therewith (the “Established Collection Procedures”). The Servicer is hereby authorized to grant extensions, modifications, amendments or adjustments on a Receivable (collectively, “Receivable Modifications”) without the prior consent of the Owner of such Receivable provided that such Receivable Modifications are Permitted Modifications (as defined below). The Servicer is not authorized and may not make any Receivable Modifications unless such Receivable Modifications are Permitted Modifications. “Permitted Modifications” mean any Receivable Modifications made pursuant to the Established Collection Procedures with respect to which at least one of the following conditions has been or will be satisfied: (i) the Receivable Modifications, individually and collectively, considering all Receivable Modifications proposed to be made to such Receivable, are ministerial in nature (such as, by way of example, the change of payment dates due from an Obligor to a different day in the month, waiver of any late payment charge, or waiver of other fees that may be collected in the ordinary course of servicing the Receivable); (ii) the Servicer, in response to a request made by an Obligor and pursuant to the Established Collection Procedures, provides for extensions of payments with respect to the related Receivable to the extent that the following conditions all apply: (a) such extensions will not exceed 90 days in the aggregate during any 12-month period; (b) such extensions will not exceed 180 days in the aggregate during the life of such Receivable; and (c) the Servicer believes that such extensions are appropriate or necessary to prevent the Receivable from going into default (or where such Receivable is already in default, to prevent the Receivable from becoming further impaired); (iii) the Servicer, in response to a request made by an Obligor, provides for modifications due to a long-term hardship with respect to a Receivable to the extent that the Servicer believes such modifications are necessary to preserve the property ownership of such Receivable and to prevent such Receivable from going into default (or where such Receivable is already in default, to prevent the Receivable from becoming further impaired) and such modifications align with applicable laws and regulations; (iv) the Servicer has delivered an opinion to the Issuing Entity to the effect that such Receivable Modifications will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes; (v) the Servicer amends or otherwise modifies any Receivable such that the Amount Financed or the number of originally scheduled due dates is altered or such that the last scheduled due date occurs after the Final Scheduled Distribution Date solely if, (a) in the judgment of the Servicer, pursuant to the Established Collection Procedures, it is reasonably foreseeable that the Obligor will default (it being understood that the Servicer may proactively contact any Obligor whom the Servicer believes may be at a higher risk of a payment default under the related Receivable) and (b) the Servicer believes that such amendment or modification is appropriate or necessary to preserve the value of such Receivable and to prevent such Receivable from going into default (or, where such Receivable is already in default, to prevent such Receivable from becoming further impaired), or (vi) the Servicer amends or otherwise modifies any Receivable in accordance with or in order to comply with applicable law (including regulatory guidance, and including the Servicemembers Civil Relief Act or similar applicable state law).
Sales of Receivables Sell, transfer, discount or otherwise dispose of notes, accounts receivable or other obligations owing to the Company or any Subsidiary of the Company, with or without recourse, except for collection in the ordinary course of business.
Previously Reviewed Receivable If any Asset Review Receivable was included in a prior Asset Review, the Asset Representations Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Asset Review Report for the current Asset Review.
