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...
Custody of Receivables Files. (a) In connection with the sale, transfer and assignment of the Collateral to the Issuer pursuant to this Agreement and simultaneously with the execution and delivery of this Agreement, the Indenture Trustee shall enter into the Custodian Agreement with the Custodian and the Issuer, dated as of March 18, 2003, pursuant to which the Indenture Trustee shall appoint the Custodian, which shall initially be Bank One Trust Company, N.A., and the Custodian shall accept such appointment, to act as the agent of the Indenture Trustee as custodian of the Custodial Files which shall be delivered to the Custodian as agent of the Indenture Trustee in the manner and within the time periods set forth in the Custodian Agreement (with respect to each Receivable):
(i) The fully executed original of the Receivable containing a Protective Stamp; and
(ii) A copy of the Lien Certificate (when received) and otherwise such documents, if any, that the Receivables Seller keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of the Receivables Seller (or a Titled Third-Party Lender) as first lienholder or secured party (including any Lien Certificate received by the Receivables Seller), or, if the Lien Certificate has not yet been received, either (i) a copy of the application therefor, showing the Receivables Seller (or a Titled Third-Party Lender) as secured party or (ii) a copy of the executed and completed Dealer Agreement related to such Receivable.
(b) If the Receivables Seller does not deliver a copy of the Lien Certificate with respect to a Receivable within the time periods set forth above, the Receivables Seller or the Servicer shall deliver a copy of such Lien Certificate to the Custodian not later than five (5) Business Days after receipt of such Lien Certificate.
(c) In the event that a copy rather than the original Lien Certificate is delivered to the Custodian with respect to any Receivable in accordance with subclause (b) above, the Receivables Seller shall deliver (or cause the Servicer to deliver) the original of such Lien Certificate (a "Requested Lien Certificate") to the Custodian within 30 Business Days following its receipt of written instructions from the Majority Noteholder (with a copy to the Custodian) to deliver such original Lien Certificate. Within 30 Business Days following its receipt of written instructions from the Majority Noteholder (with a copy to the Cust...
Custody of Receivables Files. The Custodian will hold and maintain in safekeeping the following documents and instruments for each Receivable (the "Receivables Files") for the benefit of the Issuer and the Indenture Trustee:
(i) the original Receivable;
(ii) the credit application executed by the Obligor;
(iii) the original certificate of title or such other documents evidencing the security interest of Ford Credit in the Financed Vehicle; and
(iv) all other documents, notices and correspondence that the Servicer generates relating to the Receivable, the Obligor or the Financed Vehicle. Unless otherwise indicated above, any document or instrument in the Receivables Files may be a photocopy or in electronic format. The Receivables Files are constructively delivered to the Indenture Trustee, as pledgee of the Issuer pursuant to the Indenture, and the Custodian confirms to the Issuer and the Indenture Trustee that it has received the Receivables Files. No initial review or any periodic review of the Receivables Files by the Issuer, the Owner Trustee or the Indenture Trustee is required.
Custody of Receivables Files. The Custodian will hold and maintain in safekeeping the following documents and instruments for each Receivable (the “Receivables Files”) for the benefit of the Issuer and the Indenture Trustee:
(i) the original Receivable, either (a) in tangible form or (b) an authoritative copy, if in electronic form;
(ii) the credit application executed by the Obligor;
(iii) the original certificate of title or such other documents evidencing the security interest of Ford Credit in the Financed Vehicle; and
(iv) all other documents, notices and correspondence that the Servicer generates relating to the Receivable, the Obligor or the Financed Vehicle. Unless otherwise indicated above, any document or instrument in the Receivables Files may be a photocopy or in electronic format. The Receivables Files are constructively delivered to the Indenture Trustee, as pledgee of the Issuer pursuant to the Indenture, and the Custodian confirms to the Issuer and the Indenture Trustee that it has received the Receivables Files. No initial review or any periodic review of the Receivables Files by the Issuer, the Owner Trustee or the Indenture Trustee is required.
Custody of Receivables Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, 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 that are hereby constructively delivered to the Issuer with respect to each Receivable:
(a) the original of such Receivable (or a photocopy or other image thereof that the Servicer shall keep on file in accordance with its customary procedures) fully executed by the Obligor;
(b) the original credit application fully 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);
(c) the original certificate of title (or a photocopy or other image thereof or such documents that the Servicer shall keep on file in accordance with its customary procedures), evidencing the security interest of the Servicer in the related Financed Vehicle; and
(d) any and all other documents that the Servicer shall keep on file, in accordance with its customary procedures, relating to such Receivable, the related Obligor or Financed Vehicle.
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 or instruments as contemplated by Sections 3.01(v) and 3.03(b) of this Agreement) which are hereby constructively delivered to the Issuer with respect to each Receivable:
(a) the fully executed original of the Receivable;
(b) documents evidencing or related to any Insurance Policy;
(c) the original credit application of each Obligor, fully executed by such Obligor on TMCC's customary form, or on a form approved by TMCC, for such application;
(d) the original certificate of title (or evidence that such certificate of title has been applied for) or 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
(e) any and all other documents 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 or the related Obligor or Financed Vehicle.
Custody of Receivables Files. (a) In connection with the sale, transfer and assignment of the Receivables and the other Conveyed Property to the Trust pursuant to this Agreement the Trustee shall act as custodian of the following documents or instruments in its possession which shall be delivered to the Trustee on or before the Closing Date (with respect to each Receivable):
(i) The fully executed original of the Receivable (together with any agreements modifying the Receivable, including without limitation any extension agreements);
(ii) The original certificate of title in the name of CPS (or, with respect to the Samco Receivables, Samco and, with respect to the Linc Receivables, Linc) or such documents that CPS shall keep on file, in accordance with its customary procedures, evidencing the security interest of CPS (or, with respect to the Samco Receivables, Samco and, with respect to the Linc Receivables, Linc) in the Financed Vehicle or, if not yet received, a copy of the application therefor showing CPS (or, with respect to the Samco Receivables, Samco and, with respect to the Linc Receivables, Linc) as secured party.
(b) Upon payment in full of any Receivable, the Servicer will notify the Trustee pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 4.2 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer.
Custody of Receivables Files. (a) In connection with the sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement and simultaneously with the execution and delivery of this Agreement, the Trust Collateral Agent shall enter into the Custodian Agreement with the Custodian, dated as of November 11, 1997, pursuant to which the Trust Collateral Agent shall revocably appoint the Custodian, and the Custodian shall accept such appointment, to act as the agent of the Trust Collateral Agent as custodian of the following documents or instruments in its possession which shall be delivered to the Custodian as agent of the Trust Collateral Agent on or before the Closing Date (with respect to each Receivable):
(i) The fully executed original of the Receivable (together with any agreements modifying the Receivable, including without limitation any extension agreements);
(ii) The original credit application, or a copy thereof, of each Obligor, fully executed by each such Obligor on AmeriCredit's customary form, or on a form approved by AmeriCredit, for such application; and
(iii) The original certificate of title (when received) and otherwise such documents, if any, that AmeriCredit keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of AmeriCredit as first lienholder or secured party (including any Lien Certificate received by AmeriCredit), or, if such original certificate of title has not yet been received, a copy of the application therefor, showing AmeriCredit as secured party. The Trust Collateral Agent may act as the Custodian, in which case the Trust Collateral Agent shall be deemed to have assumed the obligations of the Custodian specified in the Custodian Agreement.
(b) Upon payment in full of any Receivable, the Servicer will notify the Custodian pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to
Section 4.1 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer. From time to time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, cause the original R...
Custody of Receivables Files. In connection with the sale, transfer and assignment of the Receivables to the Trust pursuant to this Agreement and pursuant to the related Transfer Agreement, the Master Servicer shall act, until such time as the Master Servicer resigns as Master Servicer or is replaced as Master Servicer pursuant to the terms of this Agreement, as custodian for the benefit of the Indenture Trustee of the following documents or instruments with respect to each Receivable:
(i) The fully executed original of the Contract (together with any agreements modifying the Contract, including, without limitation, any extension agreements);
(ii) The original credit application, or a physical or electronic copy thereof, of each Obligor, fully executed by each such Obligor on the customary form used by HAFI, an Affiliate of HAFI, or the related Dealer, as applicable, or on a form approved by HAFI or an Affiliate of HAFI, as applicable, for such application; and
(iii) The original certificate of title (when received) and otherwise such documents, if any, that HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, as applicable, keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement as first lienholder or secured party (including any Lien Certificate received by HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, as applicable), or, if such original certificate of title has not yet been received, a copy of the application therefor, showing any of HAFI, any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement or a Dealer as secured party (in the case of a Dealer, the application shall be to obtain title in the name of HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement); and
(iv) Documents evidencing or relating to any Insurance Policy, to the extent such documents are maintained by or on behalf of the Seller, HAFI or any Affiliate of HAFI that is a seller under a Master Receivables Purchase Agreement. At such time as the Master Servicer resigns as Master Servicer or is replaced as Master Servicer pursuant to the terms of this Agreement, the Successor Master Servicer shall act as custodian of the Receivables Files. Notwithstanding the foregoing, the M...
Custody of Receivables Files. (a) In connection with the sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement the Trustee shall act as custodian of the following documents or instruments in its possession which shall be delivered to the Trustee by CPS on or before the Closing Date:
(i) The fully executed original of the Receivable (together with any agreements modifying the Receivable, including without limitation any extension agreements);
(ii) The original certificate of title in the name of CPS or such documents that CPS shall keep on file, in accordance with its customary procedures, evidencing the security interest of CPS in the Financed Vehicle or, if not yet received, a copy of the application therefor showing CPS as secured party, or a dealer guarantee of title.
(b) Upon payment in full of any Receivable, the Servicer will notify the Trustee pursuant to a certificate of an officer of the Servicer (which certificate shall include a statement to the effect that all amounts received in connection with such payments which are required to be deposited in the Collection Account pursuant to Section 4.2 have been so deposited) and shall request delivery of the Receivable and Receivable File to the Servicer.
