Common use of Protection of Financial Security's Security Interest Clause in Contracts

Protection of Financial Security's Security Interest. (a) The Company shall execute and file (or cause to be executed and filed) such financing statements and execute and file (or cause to be executed and filed) such continuation statements, against the Company, all in such manner and in such places as may be required by law (whether in the event of a change of the Company's name, identity or corporate structure, or otherwise) fully to preserve, maintain, and protect the interest of Financial Security in the Collateral. The Company shall deliver (or cause to be delivered) to Financial Security file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Company shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Company, in accordance with paragraph (a) above, seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Collateral Agent and Financial Security at least 60 days' prior written notice thereof. (c) The Company shall give Financial Security at least 60 days' prior written notice of any relocation of its principal executive offices if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Company shall at all times maintain each office from which it shall service the Contracts, and its principal executive office, within the United States of America. (d) Upon request, the Company shall furnish to Financial Security, within seven Business Days, a list of the Contracts then held as part of the Trust, together with a reconciliation of such list to the Schedule of Contracts and to each of the Master Servicer's certificates furnished pursuant to the Sale and Servicing Agreement before such request; provided, however, that Financial Security shall not make such request more than four times in any calendar year. Neither the Company nor the Master Servicer shall grant a security interest in, or lien upon, or in any manner encumber the Collateral, or release or waive the security interest granted herein, except as contemplated herein. (e) In the event that either the Master Servicer or the Company relocates its principal executive office, the Company shall provide an Opinion of Counsel to Financial Security, in form and substance satisfactory to Financial Security, to the effect that upon the filing of any necessary amendment to any previously filed financing or continuation statement or a new financing statement, the Collateral Agent's security interest in the Collateral granted hereunder shall remain valid and effective. (f) The Company shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of Financial Security's right, and security interest in and to the Collateral.

Appears in 9 contracts

Samples: Insurance, Indemnity and Pledge Agreement (WFS Financial Auto Loans Inc), Insurance, Indemnity and Pledge Agreement (WFS Financial Auto Loans Inc), Insurance, Indemnity and Pledge Agreement (WFS Financial 1997-C Owner Trust)

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Protection of Financial Security's Security Interest. (a) The Company Seller shall execute and file (or cause to be executed and filed) such financing statements and execute and file (or cause to be executed and filed) such continuation statements, against the CompanySeller, all in such manner and in such places as may be required by law (whether in the event of a change of the CompanySeller's name, identity or corporate structure, or otherwise) fully to preserve, maintain, and protect the interest of Financial Security in the Collateral. The Company Seller shall deliver (or cause to be delivered) to Financial Security file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. Furthermore, to effectuate the provisions and purposes of this Agreement, including for the purpose of perfecting the security interest granted hereunder, the Trust, WFS and the Seller, respectively, hereby authorize the filing by Financial Security, on or prior to the Closing Date and any subsequent Closing Dates, an appropriate Uniform Commercial Code financing statement in California in form sufficient to assure that the Collateral Agent, as agent for Financial Security, has a first priority perfected security interest in all Collateral which can be perfected by the filing of a financing statement. (b) The Company Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the CompanySeller, in accordance with paragraph (a) above, seriously misleading within the meaning of Section 9-402(7507(c) of the UCC, unless it shall have given the Collateral Agent and Financial Security at least 60 days' prior written notice thereof. (c) The Company Seller shall give Financial Security at least 60 days' prior written notice of any relocation of its the Seller's principal executive offices offices, as applicable if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Company WFS shall at all times maintain each office from which it shall service the Contracts, and its principal executive office, within the United States of America. (d) Upon requestThe Seller agrees that, the Company upon request by Financial Security, such Seller shall furnish to Financial Security, within seven Business Days, a list of the Contracts then held as part of the Trust, together with a reconciliation of such list to the Schedule of Contracts and to each of the Master Servicer's certificates furnished pursuant to the Sale and Servicing Agreement before such request; provided, however, that Financial Security shall not make such request more than four times in any calendar year. Neither the Company nor None of WFSRC or the Master Servicer shall grant a security interest in, or lien upon, or in any manner encumber the Collateral, or release or waive the security interest granted hereinhereunder, except as contemplated herein. (e) In the event that either the Master Servicer or the Company WFSRC relocates its principal executive office, the Company such party shall provide an Opinion of Counsel to Financial Security, in form and substance satisfactory to Financial Security, to the effect that upon the filing of any necessary amendment to any previously filed financing or continuation statement or a new financing statement, the Collateral Agent's security interest in the Collateral granted hereunder shall remain valid and effective. (f) The Company WFSRC shall be obligated to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of Financial Security's right, and security interest in and to the Collateral.

Appears in 3 contracts

Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp), Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp), Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp)

Protection of Financial Security's Security Interest. (a) The Company Seller shall execute and file (or cause to be executed and filed) such financing statements and execute and file (or cause to be executed and filed) such continuation statements, against the CompanySeller, all in such manner and in such places as may be required by law (whether in the event of a change of the CompanySeller's name, identity or corporate structure, or otherwise) fully to preserve, maintain, and protect the interest of Financial Security in the Collateral. The Company Seller shall deliver (or cause to be delivered) to Financial Security file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. Furthermore, to effectuate the provisions and purposes of this Agreement, including for the purpose of perfecting the security interest granted hereunder, the Trust, WFS and the Seller, respectively, hereby authorize the filing by Financial Security, on or prior to the Closing Date and any subsequent Closing Dates, an appropriate Uniform Commercial Code financing statement in California or Nevada, as appropriate, in form sufficient to assure that the Collateral Agent, as agent for Financial Security, has a first priority perfected security interest in all Collateral which can be perfected by the filing of a financing statement. (b) The Company Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the CompanySeller, in accordance with paragraph (a) above, seriously misleading within the meaning of Section 9-402(7507(c) of the UCC, unless it shall have given the Collateral Agent and Financial Security at least 60 days' prior written notice thereof. (c) The Company Seller shall give Financial Security at least 60 days' prior written notice of any relocation of its principal executive offices the Seller's place of incorporation if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Company WFS shall at all times maintain each office from which it shall service the Contracts, and its principal executive office, within the United States of America. (d) Upon requestThe Seller agrees that, the Company upon request by Financial Security, such Seller shall furnish to Financial Security, within seven Business Days, a list of the Contracts then held as part of the Trust, together with a reconciliation of such list to the Schedule of Contracts and to each of the Master Servicer's certificates furnished pursuant to the Sale and Servicing Agreement before such request; provided, however, that Financial Security shall not make such request more than four times in any calendar year. Neither the Company nor None of WFSRC2 or the Master Servicer shall grant a security interest in, or lien upon, or in any manner encumber the Collateral, or release or waive the security interest granted hereinhereunder, except as contemplated herein. (e) In the event that either the Master Servicer or the Company WFSRC2 relocates its principal executive office, the Company such party shall provide an Opinion of Counsel to Financial Security, in form and substance satisfactory to Financial Security, to the effect that upon the filing of any necessary amendment to any previously filed financing or continuation statement or a new financing statement, the Collateral Agent's security interest in the Collateral granted hereunder shall remain valid and effective. (f) The Company WFSRC2 shall be obligated to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of Financial Security's right, and security interest in and to the Collateral.

Appears in 1 contract

Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp 2)

Protection of Financial Security's Security Interest. (a) The Company shall execute and file (or cause to be executed and filed) such financing statements and execute and file (or cause to be executed and filed) such continuation statements, against the Company, all in such manner and in such places as may 59 be required by law (whether in the event of a change of the Company's name, identity or corporate structure, or otherwise) fully to preserve, maintain, and protect the interest of Financial Security in the Collateral. The Company shall deliver (or cause to be delivered) to Financial Security file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Company shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Company, in accordance with paragraph (a) above, seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Collateral Agent and Financial Security at least 60 days' prior written notice thereof. (c) The Company shall give Financial Security at least 60 days' prior written notice of any relocation of its principal executive offices if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Company shall at all times maintain each office from which it shall service the Contracts, and its principal executive office, within the United States of America. (d) Upon request, the Company shall furnish to Financial Security, within seven Business Days, a list of the Contracts then held as part of the Trust, together with a reconciliation of such list to the Schedule of Contracts and to each of the Master Servicer's certificates furnished pursuant to the Sale and Servicing Agreement before such request; provided, however, that Financial Security shall not make such request more than four times in any calendar year. Neither the Company nor the Master Servicer shall grant a security interest in, or lien upon, or in any manner encumber the Collateral, or release or waive the security interest granted herein, except as contemplated herein. (e) In the event that either the Master Servicer or the Company relocates its principal executive office, the Company shall provide an Opinion of Counsel to Financial Security, in form and substance satisfactory to Financial Security, to the effect that upon the filing of any necessary amendment to any previously filed financing or continuation statement or a new financing statement, the Collateral Agent's security interest in the Collateral granted hereunder shall remain valid and effective. (f) The Company shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of Financial Security's right, and security interest in and to the Collateral.

Appears in 1 contract

Samples: Insurance, Indemnity and Pledge Agreement (WFS Financial 1997-a Owners Trust)

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Protection of Financial Security's Security Interest. (a) The Company Seller shall execute and file (or cause to be executed and filed) such financing statements and execute and file (or cause to be executed and filed) such continuation statements, against the CompanySeller, all in such manner and in such places as may be required by law (whether in the event of a change of the CompanySeller's name, identity or corporate structure, or otherwise) fully to preserve, maintain, and protect the interest of Financial Security in the Collateral. The Company Seller shall deliver (or cause to be delivered) to Financial Security file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) The Company Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the CompanySeller, in accordance with paragraph (a) above, seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Collateral Agent and Financial Security at least 60 days' prior written notice thereof. (c) The Company Seller shall give Financial Security at least 60 days' prior written notice of any relocation of its either the Seller's principal executive offices offices, as applicable if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Company WFS shall at all times maintain each office from which it shall service the Contracts, and its principal executive office, within the United States of America. (d) Upon requestThe Seller agrees that, upon request by Financial Security, the Company Seller shall furnish to Financial Security, within seven Business Days, a list of the Contracts then held as part of the Trust, together with a reconciliation of such list to the Schedule of Contracts and to each of the Master Servicer's certificates furnished pursuant to the Sale and Servicing Agreement before such request; provided, however, that Financial Security shall not make such request more than four times in any calendar year. Neither of the Company Seller nor the Master Servicer shall grant a security interest in, or lien upon, or in any manner encumber the Collateral, or release or waive the security interest granted hereinhereunder, except as contemplated herein. (e) In the event that either the Master Servicer or the Company Seller relocates its principal executive office, the Company such party shall provide an Opinion of Counsel to Financial Security, in form and substance satisfactory to Financial Security, to the effect that upon the filing of any necessary amendment to any previously filed financing or continuation statement or a new financing statement, the Collateral Agent's security interest in the Collateral granted hereunder shall remain valid and effective. (f) The Company Seller shall be obligated to pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of Financial Security's right, and security interest in and to the Collateral.

Appears in 1 contract

Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp 2)

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