Common use of Covenants of Servicer; Notices Clause in Contracts

Covenants of Servicer; Notices. (a) The Servicer shall (i) not release any Financed Vehicle securing any Contract from the security interest granted therein by such Contract in whole or in part except in the event of payment in full by the Obligor thereunder or upon transfer of the Financed Vehicle to a successor purchaser following repossession by the Servicer or a Subservicer, (ii) not impair the rights of the Issuer, the Noteholders, the Insurer or the Indenture Trustee in the Contracts, (iii) not increase the number of scheduled payments due under a Contract except as permitted herein, (iv) prior to the payment in full of the Class A Notes, not sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume, or suffer to exist any Lien on any Contract pledged to the Indenture Trustee or any interest therein except with respect to Defaulted Contracts, (v) immediately notify the Issuer, the Back-up Servicer, the Insurer and the Indenture Trustee of the existence of any Lien on any Contract (other than the Lien of the Indenture Trustee) if the Servicer has actual knowledge thereof, (vi) defend the right, title, and interest of the Issuer, the Noteholders, the Insurer and the Indenture Trustee in, to and under the Contracts pledged to the Indenture Trustee, against all claims of third parties claiming through or under the Servicer, (vii) deposit into Collection Account or cause to be deposited into the lockbox account maintained at the Lockbox Bank all payments received by the Servicer with respect to the Contracts in accordance with this Servicing Agreement, (viii) comply in all respects with the terms and conditions of this Servicing Agreement relating to the obligation of the Issuer to remove Contracts from the Collateral pursuant to the Indenture, the obligation of the Depositor to reacquire the Contracts from the Issuer pursuant to the Sale and Allocation Agreement, and the obligation of the Seller to reacquire Contracts from the Depositor pursuant to the Contribution Agreement, (ix) promptly notify the Issuer, the Back-up Servicer, the Insurer and the Indenture Trustee of the occurrence of any Event of Servicing Termination and any breach by the Servicer of any of its covenants or representations and warranties contained herein, (x) promptly notify the Issuer, the Insurer, the Back-up Servicer and the Indenture Trustee of the occurrence of any event which, to the knowledge of the Servicer, would require that the Issuer make or cause to be made any filings, reports, notices, or applications or seek any consents or authorizations from any and all government agencies, tribunals, or authorities in accordance with the UCC and any state vehicle license or registration authority as may be necessary or advisable to create, maintain, and protect a first-priority security interest of the Indenture Trustee in, to, and on the Financed Vehicles and a first-priority security interest of the Indenture Trustee in, to, and on the Contracts pledged to the Indenture Trustee and (xi) take all reasonable action necessary to maximize the returns pursuant to the Insurance Policies.

Covenants of Servicer; Notices. (a) The Servicer shall (i) not release any Financed Vehicle securing any Contract Receivable from the security interest granted therein by such Contract Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or upon transfer of the Financed Vehicle to a successor purchaser following repossession by the Servicer or a Subservicer, (ii) not impair the rights of the IssuerDepositor, the Noteholders, the Insurer Certificateholders or the Indenture Trustee in the ContractsReceivables, (iii) not increase the number of scheduled payments Scheduled Payments due under a Contract Receivable except as permitted herein, (iv) prior to the payment in full of the Class A Notesfull, not sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume, or suffer to exist any Lien on any Contract pledged Receivable conveyed to the Indenture Trustee or any interest therein except with respect to Defaulted Contractstherein, (v) immediately notify the IssuerDepositor, the Back-up Servicer, the Insurer Supervisory Servicer and the Indenture Trustee of the existence of any Lien on any Contract Receivable (other than the Lien of the Indenture Trustee) if the Servicer has actual knowledge thereof, (vi) defend the right, title, and interest of the IssuerDepositor, the Noteholders, the Insurer Certificateholders and the Indenture Trustee in, to and under the Contracts pledged Receivables conveyed to the Indenture Trustee, against all claims of third parties claiming through or under the Servicer, (vii) deposit into the Collection Account or cause to be deposited into the lockbox account maintained at the Lockbox Bank all payments received by the Servicer with respect to the Contracts Receivables in accordance with this Servicing Agreement, (viii) comply comply, in all respects with the terms and conditions of this Servicing Agreement relating to the obligation of the Issuer to remove Contracts from the Collateral pursuant to the Indenture, the obligation of the Depositor to reacquire the Contracts from the Issuer pursuant to the Sale and Allocation Agreement, and the obligation of the Seller to reacquire Contracts repurchase Receivables from the Depositor pursuant to the Contribution Transfer and Assignment Agreement, (ix) promptly notify the IssuerDepositor, the Back-up Servicer, the Insurer Supervisory Servicer and the Indenture Trustee of the occurrence of any Event of Servicing Termination Default and any breach by the Servicer of any of its covenants or representations and warranties contained herein, (x) upon the relocation out of state of a Financed Vehicle or upon change of the principal place of business of the Depositor, promptly notify the IssuerDepositor, the Insurer, the Back-up Supervisory Servicer and the Indenture Trustee of the occurrence of any event which, to the knowledge of the Servicer, would require that the Issuer Depositor make or cause to be made any filings, reports, notices, or applications or seek any consents or authorizations from any and all government agencies, tribunals, or authorities in accordance with the UCC and any state vehicle license or registration authority as may be necessary or advisable to create, maintain, and protect a first-priority security interest of the Indenture Trustee in, to, and on the Financed Vehicles and a first-priority security interest of the Indenture Trustee in, to, and on the Contracts pledged Receivables conveyed to the Indenture Trustee and it, (xi) take all reasonable action necessary deliver or cause to maximize the returns pursuant be delivered to the Insurance PoliciesDepositor and the Supervisory Servicer no later than one (1) Business Day preceding the Closing Date or Funding Date, as the case may be, the Schedule of Receivables to be absolutely assigned to the Depositor on such Closing Date or Funding Date, as the case may be, and (xii) deliver or cause to be delivered to the Trustee no later than ten (10) Business Days following the Closing Date or Funding Date, as the case may be, the documents to be included in the Custodian Files with respect to the Receivables assigned to the Depositor on such Closing Date or Funding Date, as the case may be.

Covenants of Servicer; Notices. (a) The Servicer shall (i) not release any Financed Vehicle securing any Contract Receivable from the security interest granted therein by such Contract Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or upon transfer of the Financed Vehicle to a successor purchaser following repossession by the Servicer or a Subservicer, (ii) not impair the rights of the IssuerOwner Trustee, the Noteholders, the Note Insurer or the Indenture Trustee in the ContractsReceivables, (iii) not increase the number of scheduled payments Scheduled Payments due under a Contract Receivable except as permitted herein, (iv) prior to the payment in full of the Class A Notesfull, not sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume, or suffer to exist any Lien on any Contract Receivable pledged to the Indenture Trustee or any interest therein except with respect to Defaulted Contractstherein, (v) immediately notify the IssuerOwner Trustee, the Back-up Servicer, the Note Insurer and the Indenture Trustee of the existence of any Lien on any Contract Receivable (other than the Lien of the Indenture Trustee) if the Servicer has actual knowledge thereof, (vi) defend the right, title, and interest of the IssuerOwner Trustee, the Noteholders, the Note Insurer and the Indenture Trustee in, to and under the Contracts Receivables pledged to the Indenture Trustee, against all claims of third parties claiming through or under the Servicer, (vii) deposit into the Collection Account or cause to be deposited into the lockbox account maintained at the Lockbox Bank all payments received by the Servicer with respect to the Contracts Receivables in accordance with this Servicing Agreement, (viii) comply comply, in all respects with the terms and conditions of this Servicing Agreement relating to the obligation of the Issuer Owner Trustee to remove Contracts Receivables from the Collateral Trust Property pursuant to the Indenture, the obligation of the Depositor Seller to reacquire the Contracts Receivables from the Issuer Owner Trustee pursuant to the Sale and Allocation Agreement, Contribution Agreement and the obligation of the Seller Transferor to reacquire Contracts Receivables from the Depositor Seller pursuant to the Contribution Transfer and Assignment Agreement, (ix) promptly notify the IssuerOwner Trustee, the Back-up ServicerNote Insurer, the Insurer Class B Noteholders and the Indenture Trustee of the occurrence of any Event of Servicing Termination Default and any breach by the Servicer of any of its covenants or representations and warranties contained herein, (x) promptly notify the IssuerOwner Trustee, the Note Insurer, the Back-up Servicer and the Indenture Trustee of the occurrence of any event which, to the knowledge of the Servicer, would require that the Issuer Owner Trustee make or cause to be made any filings, reports, notices, or applications or seek any consents or authorizations from any and all government agencies, tribunals, or authorities in accordance with the UCC and any state State vehicle license or registration authority as may be necessary or advisable to create, maintain, perfect and protect a first-priority security interest of the Indenture Trustee in, to, and on the Financed Vehicles and a first-priority security interest of the Indenture Trustee in, to, and on the Contracts Receivables pledged to the Indenture Trustee and Trustee, (xi) take all reasonable action necessary to maximize the returns pursuant to the Insurance Policies., (xii) deliver or cause to be delivered to the Owner Trustee no later than two (2) Business Days preceding the Closing Date or Funding Date, as the case may be, the Schedule of Receivables to be transferred to the Owner Trustee on such Closing Date or Funding Date, as the case may be, and (xiii) deliver or cause to be delivered to the Custodian (unless the Servicer is the Custodian under the Indenture) or its designated bailee (which bailee shall not be the Owner Trustee or any Affiliate thereof) within two (2) Business Days preceding the Closing Date or Funding Date, as the case may be, the documents to be included in the Custodian Files

Covenants of Servicer; Notices. (a) The Servicer shall (i) not release any Financed Vehicle securing any Contract Receivable from the security interest granted therein by such Contract Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or upon transfer of the Financed Vehicle to a successor purchaser following repossession by the Servicer or a Subservicer, (ii) not impair the rights of the IssuerDebtor, the NoteholdersNoteholder, the Insurer Surety Bond Provider or the Indenture Trustee Collateral Agent in the ContractsReceivables, (iii) not increase the number of scheduled payments due under a Contract Receivable except as permitted herein, (iv) prior to the payment in full of the Class A Notesfull, not sell, pledge, assign, or transfer to any other Person, or grant, create, incur, assume, or suffer to exist any Lien on any Contract Receivable pledged to the Indenture Trustee Collateral Agent or any interest therein except with respect to Defaulted Contractstherein, (v) immediately notify the IssuerDebtor, the Back-up Servicer, the Insurer Surety Bond Provider and the Indenture Trustee Collateral Agent of the existence of any Lien on any Contract Receivable (other than the Lien of the Indenture TrusteeCollateral Agent) if the Servicer has actual knowledge thereof, (vi) defend the right, title, and interest of the IssuerDebtor, the NoteholdersNoteholder, the Insurer Surety Bond Provider and the Indenture Trustee Collateral Agent in, to and under the Contracts Receivables pledged to the Indenture TrusteeCollateral Agent, against all claims of third parties claiming through or under the Servicer, (vii) deposit into the Collection Account or cause to be deposited into the lockbox account maintained at the Lockbox Bank all payments received by the Servicer with respect to the Contracts Receivables in accordance with this Servicing Agreement, (viii) comply in all respects with the terms and conditions of this Servicing Agreement relating to the obligation of the Issuer Debtor to remove Contracts Receivables from the Collateral pursuant to the Indenture, the obligation of the Depositor to reacquire the Contracts from the Issuer pursuant to the Sale and Allocation Security Agreement, and the obligation of the Seller to reacquire Contracts the Receivables from the Depositor Debtor pursuant to the Contribution Purchase Agreement, (ix) promptly notify the IssuerDebtor, the Back-up Servicer, the Insurer Surety Bond Provider and the Indenture Trustee Collateral Agent of the occurrence of any Servicer Termination Event of Servicing Termination and any breach by the Servicer of any of its covenants or representations and warranties contained herein, (x) promptly notify the IssuerDebtor, the InsurerSurety Bond Provider, the Back-up Servicer and the Indenture Trustee Collateral Agent of the occurrence of any event which, to the knowledge of the Servicer, would require that the Issuer Debtor make or cause to be made any filings, reports, notices, or applications or seek any consents or authorizations from any and all government agencies, tribunals, or authorities in accordance with the UCC and any state vehicle license or registration authority as may be necessary or advisable to create, maintain, and protect a first-priority security interest of the Indenture Trustee Collateral Agent in, to, and on the Financed Vehicles and a first-priority security interest of the Indenture Trustee Collateral Agent in, to, and on the Contracts Receivables pledged to the Indenture Trustee and Collateral Agent, (xi) take all reasonable action necessary to maximize the returns pursuant to the Insurance Policies, (xii) deliver or cause to be delivered to the Debtor the Receivable Schedule no later than two Business Days preceding any Addition Date, and (xiii) deliver or cause to be delivered to the Collateral Agent within two Business Days preceding any Addition Date, the documents to be included in the Custodian Files with respect to the Receivables pledged on such Addition Date.