Books and Records; Intention of the Parties. (a) The books and records for each Receivable have been clearly marked to reflect, as of the Closing Date, (i) the ownership of each Receivable by the Issuer and (ii) the pledge of the each Receivable by the Issuer to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture.
Books and Records; Intention of the Parties. (a) As of each Transfer Date, the sale of each of the Loans conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Loan which shall be clearly marked to reflect the ownership of each Loan, as of the related Transfer Date, by the Issuer and for the benefit of the Securityholders.
Books and Records; Intention of the Parties. On or prior to the Closing Date, the Originator shall, at such party’s sole expense, cause to be filed UCC Financing Statements naming the Buyer as “buyer” and describing the Purchased Assets being sold by the Originator to the Buyer with the office of the Secretary of State of the state in which the Originator is organized and in any other jurisdictions as shall be necessary to perfect a security interest in the Purchased Assets.
Books and Records; Intention of the Parties. On the Closing Date, the Depositor shall, at such party’s sole expense, cause to be filed UCC-1 Financing Statements naming the Issuer as “secured party” and describing the Collateral being sold by the Depositor to the Issuer with the office of the Secretary of State of the state in which the Depositor is located and in any other jurisdictions as shall be necessary to perfect a security interest in the Collateral. In addition, on the Closing Date, the Loan Originator shall, at its expense, cause to be filed UCC-1 Financing Statements naming the Depositor as “secured party” and describing the Loans being sold by the Loan Originator to the Depositor with the office of the Secretary of the State in which the Loan Originator is located and in such other jurisdictions as shall be necessary to perfect a security interest in the Collateral.
Books and Records; Intention of the Parties. (a) As of each Transfer Date, the sale of each of the Loans conveyed on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor or the Loan Originator, as the case may be, as a sale of assets by the Depositor or the Loan Originator, as the case may be, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Loan which shall be clearly marked to reflect the ownership of each Loan, as of the related Transfer Date, by the Owner Trustee and pledged, as of such Transfer Date, to the Indenture Trustee for the benefit of the Securityholders.
Books and Records; Intention of the Parties. (a) Books and records for each Conveyed Asset have been clearly marked to reflect the ownership of each Conveyed Asset, as of the Closing Date, by the Issuing Entity, pledged, as of the Closing Date, to the Indenture Trustee for the benefit of the Noteholders.
Books and Records; Intention of the Parties. On or prior to the Closing Date, the Originator shall, at such party’s sole expense, cause to be filed Code financing statements in form and substance satisfactory to the Borrower and Agent naming the Borrower (or an agent acting on behalf of the Borrower) as “secured party” and describing the Purchased Assets being sold by the Originator to the Borrower with the office of the Secretary of State of the state in which the Originator is “located” for purpose of the applicable Code and in any other jurisdictions as shall be necessary to perfect a security interest in the Purchased Assets. The Originator hereby authorizes the Borrower (or its designee), on the Originator’s behalf, to file any additional financing statement or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing office as the Borrower may determine, in its sole discretion, are necessary or advisable to perfect (or maintain) the security interest granted to the Borrower in connection herewith. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Borrower may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Borrower in connection herewith.
Books and Records; Intention of the Parties. (a) As of each Transfer Date, the sale of each of the Loans and Residual Securities conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Loan and Residual Security which shall be clearly marked to reflect the ownership of each Loan or Residual Security, as of the related Transfer Date, by the Issuer and for the benefit of the Securityholders.
Books and Records; Intention of the Parties. (a) As of each Transfer Date, the sale of each of the Mortgage Loans conveyed on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Originators and the Depositor as a sale of assets under GAAP by (i) the Originators to the Depositor and (ii) the Depositor to the Trust. Each of the Servicer and the Collateral Agent shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan, as of the related Transfer Date, by the Trust and for the benefit of the Noteholders. The Originators, the Depositor and the Servicer shall take no action inconsistent with the Trust's ownership of the Trust Estate and each shall indicate or shall cause to be indicated in its records and records held on its behalf that ownership of each Mortgage Loan and the other assets in the Trust Estate are held by the Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the Noteholders. In addition, the Originators, the Depositor and the Servicer shall respond to any inquiries from third parties with respect to ownership of a Mortgage Loan or any other asset in the Trust Estate by stating that it is not the owner of such asset and that the Trust is the owner of such Mortgage Loan or other asset in the Trust Estate, which is held by the Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the Noteholders.
Books and Records; Intention of the Parties. On the Closing Date, the Depositor shall, at such party's sole expense, cause to be filed UCC Financing Statements naming the Issuer as "secured party" and describing the Purchased Assets being sold by the Depositor to the Issuer with the office of the Secretary of State of the state in which the Depositor is "located" for purpose of the applicable UCC and in any other jurisdictions as shall be necessary to perfect a security interest in the Purchased Assets. In addition, on the Closing Date, the Originator shall, at its expense, cause to be filed UCC Financing Statements naming the Depositor as "secured party" and describing the Assigned Assets being sold by the Originator to the Depositor with the office of the Secretary of the State in which the Originator is "located" for purpose of the applicable UCC and in such other jurisdictions as shall be necessary to perfect a security interest in the Assigned Assets.
