Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator agrees that from time to time, as an expense of the Administrator paid out of the Administration Fee, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documents, and will promptly take all further action (or cause the Servicer to take all further action) that the Trustee may reasonably request, in order to perfect, protect or more fully evidence the conveyances hereunder, or to enable the Certificateholders or the Trustee to exercise or enforce any of their respective rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the Trustee's request, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to: (i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) or as the Trustee reasonably determines necessary or desirable; and (ii) xxxx its master data processing records that evidence or list Receivables or Related Transferred Assets as described in Section 2.01(d). The Administrator shall cause all financing statements and continuation statements and any other necessary documents relating to the right, title and interest of the Trustee (for the benefit of the Certificateholders) in and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Assets. The Administrator shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. NAFCO shall cooperate fully with the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06. (b) If NAFCO or the Administrator fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within the applicable cure period, if any, then the Trustee or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee incurred in connection therewith shall be payable by the Administrator as provided in Section 11.05 and (if applicable) by NAFCO as provided in Section 7.03. If, at any time, NAFCO or the Administrator fails to file any financing statement or continuation statement, or amendment thereto or assignment thereof, that is required to be filed pursuant to this Agreement or any of the other Transaction Documents, the Trustee may (but shall not be obligated to), and NAFCO and the Administrator hereby authorize the Trustee to, file such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Fee.
Appears in 1 contract
Samples: Pooling and Administration Agreement (National Auto Finance Co Inc)
Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator The Originator agrees that from time to time, as an expense of the Administrator paid out of the Administration Feeat its expense, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documents, and will promptly take all further action (or cause the Servicer to take all further action) that the Trustee Buyer may reasonably request, request in order to perfect, protect or more fully evidence the conveyances hereunderBuyer's interest in the Transferred Assets, or to enable the Certificateholders or the Trustee Buyer to exercise or enforce any of their respective its rights hereunder or under any other Transaction Documentrelated document. Without limiting the generality of the foregoing, the Originator will mark xxx master data processing records evidencing such Transferred Assets with a legend, acceptable to the Buyer, evidencing that the Buyer has acquired an ownership interest therein as provided in this Originator Purchase Agreement and, upon the Trustee's requestrequest of the Buyer, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) necessary or appropriate or as the Trustee Buyer may reasonably determines necessary request. The Originator hereby authorizes the Buyer to file one or desirable; and
(ii) xxxx its master data processing records that evidence more financing or list Receivables continuation statements, and amendments thereto and assignments thereof, relative to all or Related any of the Transferred Assets as described in Section 2.01(d). The Administrator shall cause all financing statements and continuation statements and any other necessary documents relating to now existing or hereafter arising without the right, title and interest signature of the Trustee (for Originator where permitted by law. A carbon, photographic or other reproduction of this Originator Purchase Agreement or any financing statement covering the benefit of the Certificateholders) in and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Transferred Assets. The Administrator shall deliver to the Trustee file-stamped copies of, or filing receipts forany part thereof, any document recorded, registered or filed shall be sufficient as provided above, as soon as available following such recording, registration or filinga financing statement. NAFCO shall cooperate fully with If the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator Originator fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within this Originator Purchase Agreement, the applicable cure period, if any, then the Trustee or its designee Buyer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee Buyer incurred in connection therewith shall be payable by the Administrator as provided in Section 11.05 and (if applicable) by NAFCO as provided in Section 7.03. IfOriginator upon the Buyer's demand therefor; provided, at however, prior to taking any time, NAFCO or the Administrator fails to file any financing statement or continuation statement, or amendment thereto or assignment thereof, that is required to be filed pursuant to this Agreement or any of the other Transaction Documentssuch action, the Trustee may (but Buyer shall not be obligated to), give notice of such intention to the Originator and NAFCO and provide the Administrator hereby authorize the Trustee to, file Originator with a reasonable opportunity to take such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Feeaction itself.
Appears in 1 contract
Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator The Seller agrees that from time to time, as an expense of the Administrator paid out of the Administration Feeat its expense, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documents, and will promptly take all further action (or cause the Servicer to take all further action) that the Trustee Triple-A may reasonably request, request in order to perfect, protect or more fully evidence Triple-A's ownership interest in the conveyances hereunderPurchased Receivables, the Related Security and the Collections related thereto, or to enable the Certificateholders or the Trustee Triple-A to exercise or enforce any of their respective its rights hereunder or under any other Transaction Documentrelated document. Without limiting the generality of the foregoing, the Seller will mark xxx master data processing records evidencing such Purchased Receivables, Related Security and Collections related thereto with a legend, acceptable to Triple-A, evidencing that Triple-A has acquired an ownership interest therein as provided in this Agreement and, upon the Trustee's requestrequest of Triple-A, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) necessary or appropriate or as the Trustee Triple-A may reasonably determines necessary or desirable; and
(ii) xxxx its master data processing records that evidence or list Receivables or Related Transferred Assets as described in Section 2.01(d)request. The Administrator shall cause Seller hereby authorizes Triple-A to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all financing statements and continuation statements and or any other necessary documents relating to the right, title and interest of the Trustee (for Purchased Receivables, Related Security and Collections related thereto now existing or hereafter arising without the benefit signature of the Certificateholders) in Seller where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Purchased Receivables, Related Security and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Assets. The Administrator shall deliver to the Trustee file-stamped copies ofCollections related thereto, or filing receipts forany part thereof, any document recorded, registered or filed shall be sufficient as provided above, as soon as available following such recording, registration or filinga financing statement. NAFCO shall cooperate fully with If the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator Seller fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within the applicable cure periodthis Agreement, if any, then the Trustee or its designee Triple-A may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee Triple-A incurred in connection therewith shall be payable by the Administrator as provided Seller upon Triple-A's demand therefor; PROVIDED, HOWEVER, prior to taking any such action, Triple-A shall give notice of such intention to the Seller and provide the Seller with a reasonable opportunity to take such action itself.
(b) The Seller shall, on or prior to the date of each Receivables Purchase hereunder, deliver or cause to be delivered the related Contract File to the Custodian, in Section 11.05 suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and (if applicable) by NAFCO as provided in Section 7.03. If, at any time, NAFCO substance satisfactory to Triple-A. In the event that the Seller or the Administrator fails Servicer receives any other instrument or any writing constituting chattel paper which, in either event, evidences a Purchased Receivable or other Purchased Assets, the Seller or the Servicer as applicable shall deliver such instrument or chattel paper to file any financing statement or continuation statementthe Custodian on behalf of Triple-A within three (3) Business Days after receipt, in suitable form for transfer by delivery, or amendment thereto accompanied by duly executed instruments of transfer or assignment thereofin blank, that is required all in form and substance satisfactory to be filed pursuant to this Agreement or any of the other Transaction Documents, the Trustee may (but shall not be obligated to), and NAFCO and the Administrator hereby authorize the Trustee to, file such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Fee.Triple-A.
Appears in 1 contract
Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator The Seller agrees that from time to time, as an expense of the Administrator paid out of the Administration Feeat its expense, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documents, and will promptly take all further action (or cause the Servicer to take all further action) that the Trustee Buyer may reasonably request, request in order to perfect, protect or more fully evidence the conveyances hereunderBuyer’s interest in the Transferred Assets, or to enable the Certificateholders or the Trustee Buyer to exercise or enforce any of their respective its rights hereunder or under any other Transaction Documentrelated document. Without limiting the generality of the foregoing, the Seller will xxxx its master data processing records evidencing such Transferred Assets with a legend, acceptable to the Buyer, evidencing that the Buyer has acquired an ownership interest therein as provided in this Sale Agreement and, upon the Trustee's requestrequest of the Buyer, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) necessary or appropriate or as the Trustee Buyer may reasonably determines necessary request. The Seller hereby authorizes the Buyer to file one or desirable; and
(ii) xxxx its master data processing records that evidence more financing or list Receivables continuation statements, and amendments thereto and assignments thereof, relative to all or Related any of the Transferred Assets as described in Section 2.01(d). The Administrator shall cause all financing statements and continuation statements and any other necessary documents relating to now existing or hereafter arising without the right, title and interest signature of the Trustee (for Seller where permitted by law. A carbon, photographic or other reproduction of this Sale Agreement or any financing statement covering the benefit of the Certificateholders) in and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Transferred Assets. The Administrator shall deliver to the Trustee file-stamped copies of, or filing receipts forany part thereof, any document recorded, registered or filed shall be sufficient as provided above, as soon as available following such recording, registration or filinga financing statement. NAFCO shall cooperate fully with If the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator Seller fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within this Sale Agreement, the applicable cure period, if any, then the Trustee or its designee Buyer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee Buyer incurred in connection therewith shall be payable by the Administrator as provided in Section 11.05 and (if applicable) by NAFCO as provided in Section 7.03. IfSeller upon the Buyer’s demand therefor; provided, at however, prior to taking any time, NAFCO or the Administrator fails to file any financing statement or continuation statement, or amendment thereto or assignment thereof, that is required to be filed pursuant to this Agreement or any of the other Transaction Documentssuch action, the Trustee may (but Buyer shall not be obligated to), give notice of such intention to the Seller and NAFCO and provide the Administrator hereby authorize the Trustee to, file Seller with a reasonable opportunity to take such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Feeaction itself.
Appears in 1 contract
Further Action Evidencing Transfers. To further ----------------------------------- evidence, secure and perfect the transfer of the Transferred Assets to Trustee, Transferor, Trustee and Servicer shall do the following:
(a) Each Servicer and Trustee shall direct all Obligors to pay all amounts payable under any Receivable or any Related Transferred Assets directly to the Master Collection Account for the benefit of NAFCO Trustee or its designee; provided that Trustee shall provide Seller with a copy of such notice at least one Business Day prior to sending it to any Obligor and consult in good faith with Seller as to the text of the notice.
(b) Transferor and Trustee shall direct Seller to make payment of all amounts payable to Transferor under the Purchase Agreement directly to the Master Collection Account for the benefit of Trustee or its designee.
(c) Transferor shall give notice of the Trust's ownership of the Receivables and the Administrator agrees other Transferred Assets to each Obligor, and direct that such Persons may be informed of any change in such ownership interest only by subsequent written notice from time to timeTrustee.
(d) Transferor shall (A) assemble all, as an expense of the Administrator paid out of the Administration Fee, it will promptly execute and deliver (or cause the Servicer assembly of all, the Records that are necessary or appropriate to execute collect the Receivables and deliver) all further instruments and documentsother Transferred Assets, and will promptly take all further action (or cause shall make the same available to Servicer to take all further action) that the and Trustee may reasonably request, in order to perfect, protect at one or more fully evidence the conveyances hereunderplaces selected by Servicer, Trustee or to enable the Certificateholders or the Trustee to exercise or enforce any of their respective rights hereunder or under any designees, (B) segregate all cash, checks and other Transaction Document. Without limiting the generality of the foregoing, upon the Trustee's request, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required payments received by it from time to time pursuant constituting Collections in a manner acceptable to Trustee and shall, promptly upon receipt (and, subject to Section 7.02(c3.2(f), in no event later than the first -------------- Business Day following receipt), remit all such cash, checks and other payments, duly endorsed or with duly executed instruments of transfer, if applicable, to or the Master Collection Account and (C) or as permit, upon not less than two Business Days' prior written notice, any Servicer and its agents, employees and assignees access to their respective facilities and their respective Records (including computer programs, tapes and disks, invoices and other agreements related to the Trustee reasonably determines necessary or desirable; andTransferred Assets).
(iie) xxxx its master data processing records that evidence or list Receivables or Related Transferred Assets as described in Section 2.01(d). The Administrator Servicer shall cause all financing statements and continuation statements Public Notices, Mortgage File documents and any other necessary documents relating to the right, title and interest of Trustee in, to and under the Trustee (for the benefit of the Certificateholders) in and to the Trust Transferred Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all to the extent and in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Transferred Assets. The Administrator Servicer shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. NAFCO Transferor shall cooperate fully with the Administrator Servicer in connection with the obligations set forth above and will execute any and all documents which that are reasonably required to fulfill the intent of this Section 3.06section.
(bf) If NAFCO Transferor or the Administrator Servicer fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within the applicable cure period, if any, then the Trustee or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee incurred in connection therewith shall be payable by the Administrator Servicer as provided in Section 11.05 11.5 and (if applicable) by NAFCO ------------ Transferor as provided in Section 7.037.3. If, at any time, NAFCO or the Administrator fails to file any financing statement or continuation statement, or amendment thereto or assignment thereof, that is required to be filed pursuant to this Agreement or any of the other Transaction Documents, the Trustee may (but shall not be obligated to), and NAFCO and the Administrator hereby authorize the Trustee to, file such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Fee.------------
ARTICLE IV RIGHTS OF CERTIFICATEHOLDERS; ALLOCATIONS
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Healthcare Financial Partners Inc)
Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator agrees that from time to time, as an expense of the Administrator paid out of the Administration Fee, it will promptly execute and deliver (or cause the any sub-Servicer to execute and deliver) all further instruments and documents, and will promptly take all further action (or cause the any sub-Servicer to take all further action) that the Trustee as may reasonably request, be necessary or desirable in order to perfect, protect or more fully evidence the conveyances hereunder, or to enable the Certificateholders or the Trustee to exercise or enforce any of their respective rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the Trustee's request, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) or as the Trustee reasonably determines necessary or desirable; and
(ii) xxxx its mark xxx master data processing records that evidence or list Receivables or Related Transferred Assets as described in Section 2.01(d). The Administrator shall cause all financing statements and continuation statements and any other necessary documents relating to the right, title and interest of the Trustee (for the benefit of the Certificateholders) in and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Assets. The Administrator shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. NAFCO shall cooperate fully with the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within the applicable cure period, if any, then the Trustee or its designee may (but and shall not be required toif requested by the Required Certificateholders) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee incurred in connection therewith shall be payable by the Administrator as provided in Section 11.05 and (if applicable) by NAFCO as provided in Section 7.03. If, at any time, NAFCO or the Administrator fails to file any financing statement or continuation statement, or amendment thereto or assignment thereof, that is required to be filed pursuant to this Agreement or any of the other Transaction Documents, the Trustee may (but and shall not be obligated toif requested by the Required Certificateholders), and NAFCO and the Administrator hereby authorize the Trustee to, file such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Fee.
Appears in 1 contract
Samples: Pooling and Administration Agreement (National Auto Finance Co Inc)
Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator The Seller agrees that from time to time, as an expense of the Administrator paid out of the Administration Feeat its expense, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documents, and will promptly take all further action (or cause the Servicer to take all further action) that the Trustee Buyer may reasonably request, request in order to perfect, protect or more fully evidence the conveyances hereunderBuyer's interest in the Transferred Assets, or to enable the Certificateholders or the Trustee Buyer to exercise or enforce any of their respective its rights hereunder or under any other Transaction Documentrelated document. Without limiting the generality of the foregoing, the Seller will mark xxx master data processing records evidencing such Transferred Assets with a legend, acceptable to the Buyer, evidencing that the Buyer has acquired an ownership interest therein as provided in this Agreement and, upon the Trustee's requestrequest of the Buyer, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) necessary or appropriate or as the Trustee Buyer may reasonably determines necessary request. The Seller hereby authorizes the Buyer to file one or desirable; and
(ii) xxxx its master data processing records that evidence more financing or list Receivables continuation statements, and amendments thereto and assignments thereof, relative to all or Related any of the Transferred Assets as described in Section 2.01(d). The Administrator shall cause all financing statements and continuation statements and any other necessary documents relating to now existing or hereafter arising without the right, title and interest signature of the Trustee (for Seller where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the benefit of the Certificateholders) in and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Transferred Assets. The Administrator shall deliver to the Trustee file-stamped copies of, or filing receipts forany part thereof, any document recorded, registered or filed shall be sufficient as provided above, as soon as available following such recording, registration or filinga financing statement. NAFCO shall cooperate fully with If the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator Seller fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within this Agreement, the applicable cure period, if any, then the Trustee or its designee Buyer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee Buyer incurred in connection therewith shall be payable by the Administrator as provided in Section 11.05 and (if applicable) by NAFCO as provided in Section 7.03. IfSeller upon the Buyer's demand therefor; PROVIDED, at HOWEVER, prior to taking any time, NAFCO or the Administrator fails to file any financing statement or continuation statement, or amendment thereto or assignment thereof, that is required to be filed pursuant to this Agreement or any of the other Transaction Documentssuch action, the Trustee may (but Buyer shall not be obligated to), give notice of such intention to the Seller and NAFCO and provide the Administrator hereby authorize the Trustee to, file Seller with a reasonable opportunity to take such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Feeaction itself.
Appears in 1 contract
Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator The Seller agrees that from time to time, as an expense of the Administrator paid out of the Administration Feeat its expense, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documentsdocu- ments, and will promptly take all further action (or cause the Servicer to take all further action) that the Trustee Purchaser may reasonably request, request in order to perfect, protect or more fully evidence the conveyances hereunderPurchaser's interest in the Acquired Assets, or to enable the Certificateholders or the Trustee Purchaser to exercise or enforce any of their respective its rights hereunder or under any other Transaction Documentrelated document. Without limiting the generality of the foregoing, the Seller will xxxx its master data processing records evidencing such Acquired Assets with a legend, acceptable to the Purchaser, evidencing that the Purchaser has acquired an ownership interest therein as provided in this Agree- ment and, upon the Trustee's requestrequest of the Purchaser, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) necessary or appropriate or as the Trustee Purchaser may reasonably determines necessary or desirable; and
(ii) xxxx its master data processing records that evidence or list Receivables or Related Transferred Assets as described in Section 2.01(d)request. The Administrator shall cause Seller hereby authorizes the Purchaser to file one or more financing or continuation state- ments, and amendments thereto and assignments thereof, relative to all financing statements and continuation statements and or any other necessary documents relating to the right, title and interest of the Trustee (for Acquired Assets now existing or hereafter arising without the benefit signature of the Certificateholders) in and to Seller where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Acquired Assets. The Administrator shall deliver to the Trustee file-stamped copies of, or filing receipts forany part thereof, any document recorded, registered or filed shall be sufficient as provided above, as soon as available following such recording, registration or filinga financing statement. NAFCO shall cooperate fully with If the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator Seller fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within this Agreement, the applicable cure period, if any, then the Trustee or its designee Purchaser may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee Purchaser incurred in connection therewith shall be payable by the Administrator as provided in Section 11.05 and (if applicable) by NAFCO as provided in Section 7.03. IfSeller upon the Purchaser's demand therefor; provided, at however, prior to the Termination Date, prior to taking any time, NAFCO or the Administrator fails to file any financing statement or continuation statement, or amendment thereto or assignment thereof, that is required to be filed pursuant to this Agreement or any of the other Transaction Documentssuch action, the Trustee may (but Purchaser shall not be obligated to), give notice of such intention to the Seller and NAFCO and provide the Administrator hereby authorize the Trustee to, file Seller with a reasonable opportunity to take such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Feeaction itself.
Appears in 1 contract
Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator The Seller agrees that from time to time, as an expense of the Administrator paid out of the Administration Feeat its expense, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documents, and will promptly take all further action (or cause the Servicer to take all further action) that the Trustee Triple-A may reasonably request, request in order to perfect, protect or more fully evidence Triple-A's ownership interest in the conveyances hereunderPurchased Receivables, the Related Security and the Collections related thereto, or to enable the Certificateholders or the Trustee Triple-A to exercise or enforce any of their respective its rights hereunder or under any other Transaction Documentrelated document. Without limiting the generality of the foregoing, the Seller will xxxx its master data processing records evidencing such Purchased Receivables, Related Security and Collections related thereto with a legend, acceptable to Triple-A, evidencing that Triple-A has acquired an ownership interest therein as provided in this Agreement and, upon the Trustee's requestrequest of Triple-A, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) necessary or appropriate or as the Trustee Triple-A may reasonably determines necessary or desirable; and
(ii) xxxx its master data processing records that evidence or list Receivables or Related Transferred Assets as described in Section 2.01(d)request. The Administrator shall cause Seller hereby authorizes Triple-A to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all financing statements and continuation statements and or any other necessary documents relating to the right, title and interest of the Trustee (for Purchased Receivables, Related Security and Collections related thereto now existing or hereafter arising without the benefit signature of the Certificateholders) in Seller where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Purchased Receivables, Related Security and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Assets. The Administrator shall deliver to the Trustee file-stamped copies ofCollections related thereto, or filing receipts forany part thereof, any document recorded, registered or filed shall be sufficient as provided above, as soon as available following such recording, registration or filinga financing statement. NAFCO shall cooperate fully with If the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator Seller fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within the applicable cure periodthis Agreement, if any, then the Trustee or its designee Triple-A may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee Triple-A incurred in connection therewith shall be payable by the Administrator as provided in Section 11.05 Seller upon Triple-A's demand therefor; provided, however, prior to taking any such action, Triple-A shall give notice of such intention to the Seller and (if applicable) by NAFCO as provided in Section 7.03. If, at any time, NAFCO or provide the Administrator fails Seller with a reasonable opportunity to file any financing statement or continuation statement, or amendment thereto or assignment thereof, that is required to be filed pursuant to this Agreement or any of the other Transaction Documents, the Trustee may (but shall not be obligated to), and NAFCO and the Administrator hereby authorize the Trustee to, file take such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Feeaction itself.
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Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator The Originator agrees that from time to time, as an expense of the Administrator paid out of the Administration Feeat its expense, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documents, documents and will promptly take all further action (necessary or cause the Servicer to take all further action) advisable, or that the Trustee Buyer may reasonably request, in order to perfect, protect or more fully evidence the conveyances hereunderBuyer's interest in the Purchased Assets (including, without limitation, the security interest of the Buyer in the Financed Vehicles securing the Purchased Receivables), or to enable the Certificateholders or the Trustee Buyer to exercise or enforce any of their respective its rights hereunder or under any other Transaction Documenthereunder. Without limiting the generality of the foregoing, the Originator will xxxx its master data processing records evidencing such Purchased Receivables and Related Security with a legend, acceptable to the Buyer, evidencing that the Buyer has acquired an ownership interest therein as provided in this Agreement and, upon the Trustee's requestrequest of the Buyer, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) necessary or appropriate or as the Trustee Buyer may reasonably determines necessary or desirable; and
(ii) xxxx its master data processing records that evidence or list Receivables or Related Transferred Assets as described in Section 2.01(d)request. The Administrator shall cause Originator hereby authorizes the Buyer to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all financing statements and continuation statements and or any other necessary documents relating to the right, title and interest of the Trustee (for Purchased Receivables and the benefit Purchased Assets now existing or hereafter arising without the signature of the Certificateholders) in Originator where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Purchased Receivables and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust other Purchased Assets. The Administrator shall deliver to the Trustee file-stamped copies of, or filing receipts forany part thereof, any document recorded, registered or filed shall be sufficient as provided above, as soon as available following such recording, registration or filinga financing statement. NAFCO shall cooperate fully with If the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator Originator fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within this Agreement, the applicable cure period, if any, then the Trustee or its designee Buyer may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee Buyer incurred in connection therewith shall be payable by the Administrator as provided in Section 11.05 and (if applicable) by NAFCO as provided in Section 7.03. IfOriginator upon the Buyer's demand therefor; PROVIDED that, at prior to taking any time, NAFCO or the Administrator fails to file any financing statement or continuation statement, or amendment thereto or assignment thereof, that is required to be filed pursuant to this Agreement or any of the other Transaction Documentssuch action, the Trustee may (but Buyer shall not be obligated to), give notice of such intention to the Originator and NAFCO and shall provide the Administrator hereby authorize the Trustee to, file originator with a reasonable opportunity to take such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Feeaction itself.
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Samples: Receivables Purchase Agreement (Arcadia Financial LTD)
Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator The Seller agrees that from time to time, as an expense of the Administrator paid out of the Administration Feeat its expense, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documents, and will promptly take all further action (or cause the Servicer to take all further action) that the Trustee Triple-A may reasonably request, request in order to perfect, protect or more fully evidence Triple-A's and ING's ownership interest in the conveyances hereunderPurchased Receivables, the Related Security and the Collections related thereto, or to enable the Certificateholders or the Trustee Triple-A to exercise or enforce any of their respective its rights hereunder or under any other Transaction Documentrelated document. Without limiting the generality of the foregoing, the Seller will xxxx its master data processing records evidencing such Purchased Receivables, Related Security and Collections related thereto with a legend, acceptable to Triple-A and ING, evidencing that Triple-A and ING have acquired an ownership interest therein as provided in this Agreement and, upon the Trustee's requestrequest of Triple-A, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) necessary or appropriate or as the Trustee Triple-A may reasonably determines necessary or desirable; and
(ii) xxxx its master data processing records that evidence or list Receivables or Related Transferred Assets as described in Section 2.01(d)request. The Administrator shall cause Seller hereby authorizes Triple-A to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all financing statements and continuation statements and or any other necessary documents relating to the right, title and interest of the Trustee (for Purchased Receivables, Related Security and Collections related thereto now existing or hereafter arising without the benefit signature of the Certificateholders) in Seller where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Purchased Receivables, Related Security and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Assets. The Administrator shall deliver to the Trustee file-stamped copies ofCollections related thereto, or filing receipts forany part thereof, any document recorded, registered or filed shall be sufficient as provided above, as soon as available following such recording, registration or filinga financing statement. NAFCO shall cooperate fully with If the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator Seller fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within the applicable cure periodthis Agreement, if any, then the Trustee or its designee Triple-A may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee Triple-A incurred in connection therewith shall be payable by the Administrator as provided Seller upon Triple-A's demand therefor; PROVIDED, HOWEVER, prior to taking any such action, Triple-A shall give notice of such intention to the Seller and provide the Seller with a reasonable opportunity to take such action itself.
(b) The Seller shall, on or prior to the date of each Receivables Purchase hereunder, deliver or cause to be delivered the related Contract File to the Custodian, in Section 11.05 suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Triple-A (if applicable) by NAFCO as provided in Section 7.03and ING to the extent there is a simultaneous ING Purchase). If, at any time, NAFCO In the event that the Seller or the Administrator fails Servicer receives any other instrument or any writing constituting chattel paper which, in either event, evidences a Purchased Receivable or other Purchased Assets, the Seller or the Servicer as applicable shall deliver such instrument or chattel paper to file any financing statement or continuation statementthe Custodian on behalf of Triple-A and ING within three (3) Business Days after receipt, in suitable form for transfer by delivery, or amendment thereto accompanied by duly executed instruments of transfer or assignment thereofin blank, that all in form and substance satisfactory to Triple-A(and ING to the extent there is required to be filed pursuant to this Agreement a simultaneous ING Purchase). If ING is not satisfied with any delivery or any other condition, such lack of the other Transaction Documents, the Trustee may (but satisfaction shall not be obligated to), and NAFCO and the Administrator hereby authorize the Trustee to, file such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration Fee.affect
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Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator The Seller agrees that from time to time, as an expense of the Administrator paid out of the Administration Feeat its expense, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documents, and will promptly take all further action (or cause the Servicer to take all further action) that the Trustee Collateral Agent may reasonably request, request in order to perfect, protect or more fully evidence the conveyances hereunderPurchasers’ and ING’s ownership interests in the Purchased Receivables, the Related Security and the Collections related thereto, or to enable the Certificateholders any Purchaser or the Trustee Collateral Agent to exercise or enforce any of their respective its rights hereunder or under any other Transaction Documentrelated document. Without limiting the generality of the foregoing, the Seller will xxxx its master data processing records evidencing such Purchased Receivables, Related Security and Collections related thereto with a legend, acceptable to the Collateral Agent and ING, evidencing that the Purchasers and ING have acquired an ownership interest therein as provided in this Receivables Purchase Agreement and the ING Purchase Agreement and, upon the Trustee's requestrequest of the Collateral Agent, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) necessary or appropriate or as the Trustee Collateral Agent may reasonably determines necessary or desirable; and
(ii) xxxx its master data processing records that evidence or list Receivables or Related Transferred Assets as described in Section 2.01(d)request. The Administrator shall cause Seller hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all financing statements and continuation statements and or any other necessary documents relating to the right, title and interest of the Trustee (for Purchased Receivables, Related Security and Collections related thereto now existing or hereafter arising without the benefit signature of the Certificateholders) in Seller where permitted by law. A carbon, photographic or other reproduction of this Receivables Purchase Agreement or any financing statement covering the Purchased Receivables, Related Security and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Assets. The Administrator shall deliver to the Trustee file-stamped copies ofCollections related thereto, or filing receipts forany part thereof, any document recorded, registered or filed shall be sufficient as provided above, as soon as available following such recording, registration or filinga financing statement. NAFCO shall cooperate fully with If the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator Seller fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within this Receivables Purchase Agreement, the applicable cure period, if any, then the Trustee or its designee Collateral Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee Collateral Agent incurred in connection therewith shall be payable by the Administrator as provided Seller upon the Collateral Agent’s demand therefor; provided, however, prior to taking any such action, the Collateral Agent shall give notice of such intention to the Seller and provide the Seller with a reasonable opportunity to take such action itself.
(b) The Seller shall, on or prior to the date of each Receivables Purchase hereunder, deliver or cause to be delivered the related Contract File to the Custodian, in Section 11.05 suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and (if applicable) by NAFCO as provided in Section 7.03substance satisfactory to the Collateral Agent. If, at any time, NAFCO In the event that the Seller or the Administrator fails Servicer receives any other instrument or any writing constituting chattel paper which, in either event, evidences a Purchased Receivable or other Purchased Assets, the Seller or the Servicer as applicable shall deliver such instrument or chattel paper to file any financing statement or continuation statementthe Custodian on behalf of the Purchasers and ING within three (3) Business Days after receipt, in suitable form for transfer by delivery, or amendment thereto accompanied by duly executed instruments of transfer or assignment thereofin blank, that is required all in form and substance satisfactory to be filed pursuant to this Agreement or any of the other Transaction Documents, the Trustee may (but shall not be obligated to), and NAFCO and the Administrator hereby authorize the Trustee to, file such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration FeeCollateral Agent.
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Further Action Evidencing Transfers. (a) Each of NAFCO and the Administrator The Seller agrees that from time to time, as an expense of the Administrator paid out of the Administration Feeat its expense, it will promptly execute and deliver (or cause the Servicer to execute and deliver) all further instruments and documents, and will promptly take all further action (or cause the Servicer to take all further action) that the Trustee EagleFunding may reasonably request, request in order to perfect, protect or more fully evidence EagleFunding's ownership interest in the conveyances hereunderPurchased Receivables, the Related Security and the Collections related thereto, or to enable the Certificateholders or the Trustee EagleFunding to exercise or enforce any of their respective its rights hereunder or under any other Transaction Documentrelated document. Without limiting the generality of the foregoing, the Seller will mark xxx master data processing records evidencing such Purchased Receivables, Related Security and Collections related thereto with a legend, acceptable to EagleFunding, evidencing that EagleFunding has acquired an ownership interest therein as - 38 - 44 provided in this EagleFunding Purchase Agreement and, upon the Trustee's requestrequest of EagleFunding, NAFCO (or, in the case of clause (ii) below, the Administrator) will, or will cause the Administrator to:
(i) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be required from time to time pursuant to Section 7.02(c) necessary or appropriate or as the Trustee EagleFunding may reasonably determines necessary or desirable; and
(ii) xxxx its master data processing records that evidence or list Receivables or Related Transferred Assets as described in Section 2.01(d)request. The Administrator shall cause Seller hereby authorizes EagleFunding to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all financing statements and continuation statements and or any other necessary documents relating to the right, title and interest of the Trustee (for Purchased Receivables, Related Security and Collections related thereto now existing or hereafter arising without the benefit signature of the Certificateholders) in Seller where permitted by law. A carbon, photographic or other reproduction of this EagleFunding Purchase Agreement or any financing statement covering the Purchased Receivables, Related Security and to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the right, title and interest of the Trustee hereunder (for the benefit of the Certificateholders) in and to all property comprising the Trust Assets. The Administrator shall deliver to the Trustee file-stamped copies ofCollections related thereto, or filing receipts forany part thereof, any document recorded, registered or filed shall be sufficient as provided above, as soon as available following such recording, registration or filinga financing statement. NAFCO shall cooperate fully with If the Administrator in connection with the obligations set forth above and will execute any and all documents which are reasonably required to fulfill the intent of this Section 3.06.
(b) If NAFCO or the Administrator Seller fails to perform any of its agreements or obligations under any Transaction Document and does not remedy such failure within the applicable cure periodthis EagleFunding Purchase Agreement, if any, then the Trustee or its designee EagleFunding may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Trustee or its designee EagleFunding incurred in connection therewith shall be payable by the Administrator as provided Seller upon EagleFunding's demand therefor; provided, however, prior to taking any such action, EagleFunding shall give notice of such intention to the Seller and provide the Seller with a reasonable opportunity to take such action itself.
(b) The Seller shall, on or prior to the date of each Receivables Purchase hereunder, deliver or cause to be delivered the related Contract File to the Custodian, in Section 11.05 suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and (if applicable) by NAFCO as provided in Section 7.03substance satisfactory to EagleFunding. If, at any time, NAFCO In the event that the Seller or the Administrator fails Servicer receives any other instrument or any writing constituting chattel paper which, in either event, evidences a Purchased Receivable or other Purchased Interests, the Seller or the Servicer as applicable shall deliver such instrument or chattel paper to file any financing statement or continuation statementthe Custodian on behalf of EagleFunding within three (3) Business Days after receipt, in suitable form for transfer by delivery, or amendment thereto accompanied by duly executed instruments of transfer or assignment thereofin blank, that is required all in form and substance satisfactory to be filed pursuant to this Agreement or any of the other Transaction Documents, the Trustee may (but shall not be obligated to), and NAFCO and the Administrator hereby authorize the Trustee to, file such financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables or the Related Transferred Assets now existing or hereafter arising in the name of NAFCO or the Administrator as an expense of the Administrator paid out of the Administration FeeEagleFunding.
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