Custody of Contract Files. Subject to Sections 3.07, 7.04 and 8.01, the Owner Trustee hereby irrevocably appoints the Master Servicer, and the Master Servicer hereby accepts such appointment, to act as the agent of the Owner Trustee as custodian of the Contract Documents and any and all other documents that the Master Servicer shall keep on file, in accordance with its customary procedures, relating to a Contract, Obligor or Financed Vehicle, which are hereby constructively delivered to the Owner Trustee with respect to each Contract:
(i) the original of the Contract;
(ii) documents evidencing the existence of physical damage insurance covering the Financed Vehicles;
(iii) the original credit application fully executed by the Obligor; and
(iv) the original certificate of title or such documents that the Master Servicer shall keep on file, in accordance with its customary procedures, evidencing the security interest of the Master Servicer in the Financed Vehicle. The Master Servicer shall maintain the Contract Documents held by it (by itself or through one or more Subservicers) in a file area physically separate from the other installment sales contracts and installment loans owned or serviced by it or any of its Affiliates, which area shall be clearly marked to indicate the Trust as the owner of, and the security interest of the Indenture Trustee and the Insurer in, the Contract Documents and shall mark xxx Contracts in the same manner; except that if the Indenture Trustee and the Insurer have waived the requirement for such segregation and marking by notice in writing to the Owner Trustee, the Indenture Trustee and the Master Servicer, such file area may contain contract documents for other motor vehicle retail installment sales contracts and installment loans owned or serviced by the Master Servicer. The Master Servicer shall cause the electronic record of the Contracts maintained by it to be clearly marked to indicate that the Contracts have been sold to the Trust and shall not in any way assert or claim an ownership interest in the Contracts. It is intended by the Master Servicer's and the Seller's agreement pursuant to this Section that the Owner Trustee shall be deemed to have possession of the Contract Documents for purposes of Section 9-305 of the UCC of the state in which the Contract Documents are located.
Custody of Contract Files. (a) Subject to Sections 3.07, 7.04 and 8.01, the Owner Trustee hereby irrevocably appoints the Master Servicer, and the Master Servicer hereby accepts such appointment, to act as the agent of the Owner Trustee as custodian of the Contract Documents and any and all other documents that the Master Servicer shall keep on file, in accordance with its customary procedures, relating to a Contract, Obligor or Financed Vehicle, which are hereby constructively delivered to the Owner Trustee with respect to each Contract:
(i) the original of the Contract;
(ii) documents evidencing the existence of physical damage insurance covering the Financed Vehicles;
(iii) the original credit application fully executed by the Obligor; and
(iv) the original certificate of title or such documents that the Master Servicer shall keep on file, in accordance with its customary procedures, evidencing the security interest of the Master Servicer in the Financed Vehicle.
(b) The Master Servicer shall maintain the Contract Documents held by it (by itself or through one or more Subservicers) in a file area physically separate from the other installment sales contracts and installment loans owned or serviced by it or any of its Affiliates, which area shall be clearly marked to indicate the Issuer as the owner of, and the security interest of the Indenture Trustee in, the Contract Documents and shall xxxx the Contracts in the same manner. Notwithstanding the foregoing, if failure to do so will not result in the qualification, reduction or withdrawal by any Rating Agency of its then-applicable rating on any Class of Notes, the Master Servicer shall not be required to segregate or xxxx the Contracts and the file area may contain contract documents for other motor vehicle retail installment sales contracts and installment loans owned or serviced by the Master Servicer. The Master Servicer shall cause the electronic record of the Contracts maintained by it to be clearly marked to indicate that the Contracts have been sold to the Issuer and shall not in any way assert or claim an ownership interest in the Contracts. It is intended by the Master Servicer's and the Seller's agreement pursuant to this Section that the Owner Trustee shall be deemed to have possession of the Contract Documents for purposes of Section 9-313 of the UCC of the state in which the Contract Documents are located.
Custody of Contract Files. In connection with the sale, assignment, transfer and conveyance of the Contracts to the Trust pursuant to this Agreement, First Sierra, as Servicer under the Servicing Agreement and as agent of the Indenture Trustee will retain the Contract Files and any related evidence of insurance and payments; provided, however, that First Sierra will physically convey the original executed counterparts of each Contract and the related Certificate of Title, if applicable, to the Indenture Trustee in accordance with the terms of the Indenture.
Custody of Contract Files. Subject to Sections 3.07, 7.04 and 8.01, the Owner Trustee hereby irrevocably appoints the Master Servicer, and the Master Servicer hereby accepts such appointment, to act as the agent of the Owner Trustee as custodian of the Contract Documents and any and all other documents that the Master Servicer shall keep on file, in accordance with its customary procedures, relating to a Contract, Obligor or Financed Vehicle, which are hereby constructively delivered to the Owner Trustee with respect to each Contract:
(i) the original of the Contract;
(ii) documents evidencing the existence of physical damage insurance covering the Financed Vehicles;
(iii) the original credit application fully executed by the Obligor; and
(iv) the original certificate of title or such documents that the Master Servicer shall keep on file, in accordance with its customary procedures, evidencing the security interest of the Master Servicer in the Financed Vehicle.
Custody of Contract Files. Subject to further direction by WFSRC3, which it may give at any time while it owns the Subsequent Contracts in its sole discretion, WFSRC3 hereby irrevocably appoints WFS to act as the agent of WFSRC3 as custodian of the Contract Documents and any and all other documents that WFS shall keep on file, in accordance with its customary procedures, relating to a Subsequent Contract, Obligor or Financed Vehicle, which are hereby constructively delivered to WFSRC3 with respect to each Subsequent Contract, provided, however, all obligations of WFS to WFSRC3 hereunder shall be superceded by the obligations of WFS under the Sale and Servicing Agreement:
a. the original of the Subsequent Contract;
b. documents evidencing the existence of physical damage insurance covering the Financed Vehicles;
c. the original credit application fully executed by the Obligor; and
d. the original certificate of title or such documents that the Master Servicer shall keep on file, in accordance with its customary procedures, evidencing the security interest of WFS in the Financed Vehicle.
e. WFS shall maintain the Contract Documents held by it (by itself or through one or more Subservicers) in a file area physically separate from the other installment sales contracts and installment loans owned or serviced by it or any of its Affiliates, which area shall be clearly marked as directed by WFSRC3. WFS shall cause the electronic record of the Subsequent Contracts maintained by it to be clearly marked to indicate that the Subsequent Contracts have been sold to WFSRC3 and shall not in any way assert or claim an ownership interest in the Subsequent Contracts.
Custody of Contract Files. In connection with the sale, contribution, assignment, transfer and conveyance of the Conveyed Assets to the Transferors pursuant to this Agreement, the pledge of the Conveyed Assets to the Trust, and the pledge of the Pledged Assets to the Indenture Trustee, for the benefit of the Noteholders and the Note Issuer, the Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, will retain the Contract Files, any related evidence of insurance and payments and original executed counterparts of each Contract in accordance with the terms of the Indenture.
Custody of Contract Files. The Indenture Trustee shall hold each Contract File under this Agreement except as described in this Section. On or prior to the Closing Date, and each Funding Date, as applicable, the Indenture Trustee shall provide an Acknowledgment substantially in the form of Exhibit E hereto dated as of the Closing Date and each Funding Date, as applicable, to the Owner Trustee [and the Insurer] confirming that the Indenture Trustee has received and is in possession of the original of each Contract listed on the Schedule of Contracts. The Indenture Trustee shall receive compensation for its custodial duties as detailed on Schedule III hereof. To assure uniform quality in servicing the Contracts and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of the original Certificates of Title for each Financed Vehicle evidencing the security interest of the Indenture Trustee in the Financed Vehicles which are hereby constructively delivered to the Indenture Trustee as of the Closing Date and each Funding Date. The Servicer shall maintain such Certificates of Title physically segregated from other titles of automotive receivables owned or serviced by it at its principal place of business located at 8000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxx 0000 X, Xxxxxx, Xxxxx 00000. [The Insurer shall have the right, in the exercise of its sole discretion, to direct the Servicer to transfer the Certificates of Title for the Financed Vehicles to the Indenture Trustee as custodian of such Certificates of Title and the Indenture Trustee shall accept and hold such Certificates of Title together with the balance of the Contract Files.]
Custody of Contract Files. In connection with (a) each Conveyance of Conveyed Assets to the Obligors, and (b) each pledge by such Obligors to the Trustee for the benefit of the related Series Secured Parties, pursuant to the Master Agreement, the Servicer will
Custody of Contract Files. In connection with the sale, assignment, transfer and conveyance of the Contracts to the Trust pursuant to this Agreement, the Indenture Trustee will retain the Contract Files and any related evidence of insurance and payments in accordance with the terms of the Indenture.
Custody of Contract Files. In connection with the sale, transfer and conveyance of the Contracts (including the Subsequent Contracts and Substitute Contracts) to LLC I or LLC II, as applicable, pursuant to this Agreement and each Subsequent Transfer Agreement and Substitute Transfer Agreement, the Servicer shall deliver the related Contract Files to the Custodian; provided, however, that the Servicer may retain copies of the Contract Files in connection with the performance of its obligations under the Servicing Agreement.
