Protection of Right Title and Interest. (a) Each Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements and any required documentation all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Purchaser in the Property and in the proceeds thereof. Each Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent and the Deal Agent filed-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) No Seller shall change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by such Seller in accordance with PARAGRAPH (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Purchaser, the Collateral Agent and the Deal Agent at least thirty (30) days' prior written notice thereof and shall have filed appropriate amendments to all previously filed financing statements or continuation statements prior to such changes. No Seller shall cease to be a "registered organization" within the meaning of Article 9 of the UCC as adopted in each relevant jurisdiction. (c) Each Seller shall give the Purchaser, the Collateral Agent and the Deal Agent at least thirty (30) days' prior written notice of any relocation of its principal executive office 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 and shall file any such amendment prior to any such relocation. Each Seller shall at all times maintain its principal executive office within the United States of America. (d) No Seller will amend, and no Seller shall permit any amendment to any Securitization Facility Documents relating to the Property which would adversely affect its respective ability and right to receive refunds with respect thereto, or which would adversely affect the rights of any of the Purchaser, the Deal Agent, the Collateral Agent, the Liquidity Agent or the Secured Parties.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Investors Financial Services Group Inc)
Protection of Right Title and Interest. (a) Each Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements and any required documentation all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Purchaser in the Property and in the proceeds thereof. Each Seller AutoBond shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent AutoBond Funding and the Deal Agent filedTrustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that AutoBond fails to perform its obligations under this subsection, AutoBond Funding or the Trustee may do so, on AutoBond's behalf, at the expense of AutoBond. AutoBond hereby grants AutoBond Funding and the Trustee a power of attorney to effectuate the provisions of the preceding sentence.
(b) No Seller AutoBond shall not change its name, name identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by such Seller AutoBond in accordance with PARAGRAPH paragraph (a) above seriously misleading within the meaning of Section 'SS' 9-506 402(7) of the UCC, unless it shall have given the Purchaser, the Collateral Agent AutoBond Funding and the Deal Agent Trustee at least thirty (30) five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed UCC financing statements or continuation statements prior to such changes. No Seller shall cease to be a "registered organization" within the meaning of Article 9 of the UCC as adopted in each relevant jurisdictionstatements.
(c) Each Seller AutoBond shall give the Purchaser, the Collateral Agent AutoBond Funding and the Deal Agent Trustee at least thirty (30) 60 days' prior written notice of any relocation of its principal place of business or chief executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed UCC financing or continuation statement or of any new UCC financing statement and shall promptly file any such amendment prior to any such relocationamendment. Each Seller AutoBond shall at all times maintain each office from which it shall service the Auto Loans and its principal executive office office, within the United States of America. AutoBond shall pay all filing fees or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 6(e)(iii).
(d) No Seller will amendAutoBond shall deliver to AutoBond Funding and the Trustee promptly after the execution and delivery of each amendment hereto, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and no Seller shall permit any amendment continuation statements necessary to any Securitization Facility Documents relating to preserve and protect fully the interest of AutoBond Funding and the Trustee in the Trust Property which would adversely affect its respective ability and right to receive refunds with respect theretohave been filed, or which would adversely affect (ii) stating that, in the rights opinion of any of the Purchasersuch counsel, the Deal Agent, the Collateral Agent, the Liquidity Agent or the Secured Partiesno such action shall be necessary to preserve and protect such interest.
Appears in 1 contract
Protection of Right Title and Interest. (a) Each The Seller shall authorize execute and file such financing statements and cause to be authorized executed and filed such continuation statements and any required documentation all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Purchaser FIACC in the Property Purchased Receivables and in the proceeds thereof. Each The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent FIACC and the Deal Agent filed-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) No The 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 such the Seller in accordance with PARAGRAPH paragraph (a) above seriously misleading within the meaning of Section 9-506 402 of the UCC, unless it shall have given the PurchaserFIACC, the Collateral Agent and the Deal Agent at least thirty (30) sixty days' prior written notice thereof and shall have filed appropriate amendments to all previously filed financing statements or continuation statements prior to such changes. No Seller shall cease to be a "registered organization" within the meaning of Article 9 of the UCC as adopted in each relevant jurisdiction.
(c) Each The Seller shall give FIACC, the Purchaser, Deal Agent and the Collateral Agent and the Deal Agent at least thirty (30) sixty days' prior written notice of any relocation of its principal executive office 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 and shall file any such amendment prior to any such relocation. Each The Seller shall at all times maintain its principal executive office within the United States of America.
(d) No The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to FIACC, the Seller's master computer records (including any back-up archives) that refer to a Purchased Receivable shall indicate clearly the interest of FIACC in such Purchased Receivable and that such Purchased Receivable is owned by FIACC. Indication of FIACC's ownership of a Purchased Receivable shall be deleted from or modified on the Seller's computer systems when, and only when, the Purchased Receivable shall have been paid in full or repurchased.
(e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Purchased Receivable, the same shall indicate clearly that such Purchased Receivable has been sold to and is owned by FIACC.
(f) Upon the written request of the Collateral Agent, upon written request from the Secured Parties, the Seller shall cause the following notation to be stamped on the face of the retail installments sales contract evidencing such Receivable: "FIRST INVESTORS FINANCIAL SERVICES, INC. HAS SOLD AND ASSIGNED ALL RIGHT, TITLE AND INTEREST IN THIS CONTRACT TO FIRST INVESTORS AUTO CAPITAL CORPORATION, WHICH HAS GRANTED A SECURITY INTEREST IN THIS CONTRACT TO FIRST UNION CAPITAL MARKETS CORP., AS COLLATERAL AGENT FOR CERTAIN SECURED PARTIES."
(g) Within sixty days after the Effective Time with respect to each Purchased Receivable, the Seller shall give written notice by regular mail, addressed to the Obligor under such Receivable, in form acceptable to FIACC, to the effect that such Purchased Receivable has been sold and assigned to FIACC.
(h) The Seller shall permit FIACC and its agents and the Deal Agent and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Purchased Receivable.
(i) The Seller shall, or shall cause the Servicer to, provide a list to the Deal Agent of all Purchased Receivables, such list to be delivered to the Deal Agent, as of the end of each March, June, September and December, on the fifteenth Business Day after the end of each such month, beginning with March, 1998. Upon request, the Seller shall furnish to FIACC and the Deal Agent, within five Business Days, a list of all Purchased Receivables (by contract number and name of Obligor) previously sold to FIACC pursuant to this Agreement.
(j) The Seller will not amend, and no Seller shall not permit any amendment to any Securitization Facility Documents Extended Service Agreement relating to the Property Financed Vehicles related to the Purchased Receivables which would adversely affect its respective ability and right to receive refunds with respect theretounder such contracts, or which would adversely affect the rights of any of the PurchaserDeal Agent, the Liquidity Agent, the Secured Party, the Noteholder, any Liquidity Provider, the Credit Support Provider or the Company.
(k) The Seller agrees, for the benefit of the Deal Agent, to take all reasonable measures to enforce any right to a refund due to it under any Extended Service Agreement related to the Collateral Agent, the Liquidity Agent or the Secured PartiesPurchased Receivables.
Appears in 1 contract
Samples: Purchase Agreement (First Investors Financial Services Group Inc)
Protection of Right Title and Interest. (a) Each The Seller shall authorize execute and file such financing statements and cause to be authorized executed and filed such continuation statements and any required documentation all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Purchaser FIARC in the Property Receivables and in the proceeds thereof. Each The Seller shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent FIARC and the Deal Agent filedMBIA file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) No The 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 such the Seller in accordance with PARAGRAPH paragraph (a) above seriously misleading within the meaning of Section 9-506 402 of the UCC, unless it shall have given the PurchaserFIARC, the Collateral Agent and the Deal Agent MBIA at least thirty (30) sixty days' prior written notice thereof and shall have filed appropriate amendments to all previously filed financing statements or continuation statements prior to such changes. No Seller shall cease to be a "registered organization" within the meaning of Article 9 of the UCC as adopted in each relevant jurisdiction.
(c) Each The Seller shall give the PurchaserFIARC, MBIA and the Collateral Agent and the Deal Agent at least thirty (30) sixty days' prior written notice of any relocation of its principal executive office 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 and shall file any such amendment prior to any such relocation. Each The Seller shall at all times maintain its principal executive office within the United States of America.
(d) No The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to FIARC, the Seller's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of FIARC in such Receivable and that such Receivable is owned by FIARC. Indication of FIARC's ownership of a Receivable shall be deleted from or modified on the Seller's computer systems when, and only when, the Receivable shall have been paid in full or repurchased.
(e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, the same shall indicate clearly that such Receivable has been sold to and is owned by FIARC.
(f) Upon the written request of the Collateral Agent, upon written request from the Secured Parties, the Seller shall cause the following notation to be stamped on the face of the retail installment sales contract evidencing such Receivable: "FIRST INVESTORS FINANCIAL SERVICES, INC. HAS SOLD AND ASSIGNED ALL RIGHT, TITLE AND INTEREST IN THIS CONTRACT TO FIRST INVESTORS AUTO RECEIVABLES CORPORATION, WHICH HAS GRANTED A SECURITY INTEREST IN THIS CONTRACT TO TEXAS COMMERCE BANK NATIONAL ASSOCIATION AS COLLATERAL AGENT FOR CERTAIN SECURED PARTIES."
(g) Within sixty days after the Effective Time with respect to each Receivable, the Seller shall give written notice by regular mail, addressed to the Obligor under such Receivable, in form acceptable to FIARC, to the effect that such Receivable has been sold and assigned to FIARC.
(h) The Seller shall permit FIARC and its agents and MBIA and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Receivable.
(i) Upon request, the Seller shall furnish to FIARC and MBIA, within five Business Days, a list of all Receivables (by contract number and name of Obligor) previously sold to FIARC pursuant to this Agreement.
(j) The Seller will not amend, and no Seller shall not permit any amendment to any Securitization Facility Documents Extended Service Agreement relating to the Property Financed Vehicles which would adversely affect its respective ability and right to receive refunds with respect theretounder such contracts, or which would adversely affect the rights of MBIA.
(k) The Seller agrees, for the benefit of MBIA, to take all reasonable measures to enforce any of the Purchaser, the Deal Agent, the Collateral Agent, the Liquidity Agent or the Secured Partiesright to a refund due to it under any Extended Service Agreement.
Appears in 1 contract
Samples: Purchase Agreement (First Investors Financial Services Group Inc)
Protection of Right Title and Interest. (a) Each Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements and any required documentation all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Purchaser in the Property and in the proceeds thereof. Each Seller AutoBond shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent Borrower and the Deal Agent filedTrustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that AutoBond fails to perform its obligations under this subsection, the Borrower or the Trustee may do so, on AutoBond's behalf, at the expense of AutoBond. AutoBond hereby grants the Borrower and the Trustee a power of attorney to effectuate the provisions of the preceding sentence.
(b) No Seller AutoBond shall not change its name, name identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by such Seller AutoBond in accordance with PARAGRAPH paragraph (a) above seriously misleading within the meaning of Section ss. 9-506 402(7) of the UCC, unless it shall have given the Purchaser, the Collateral Agent Borrower and the Deal Agent Trustee at least thirty (30) five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed UCC financing statements or continuation statements prior to such changes. No Seller shall cease to be a "registered organization" within the meaning of Article 9 of the UCC as adopted in each relevant jurisdictionstatements.
(c) Each Seller AutoBond shall give the Purchaser, the Collateral Agent Borrower and the Deal Agent Trustee at least thirty (30) 60 days' prior written notice of any relocation of its principal place of business or chief executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed UCC financing or continuation statement or of any new UCC financing statement and shall promptly file any such amendment prior to any such relocationamendment. Each Seller AutoBond shall at all times maintain each office from which it shall service the Auto Loans and its principal executive office office, within the United States of America. AutoBond shall pay all filing fees or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 9.8(c).
(d) No Seller will amend, and no Seller AutoBond shall permit any amendment to any Securitization Facility Documents relating deliver to the Borrower and the Trustee promptly after the execution and delivery of each amendment hereto, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Borrower and the Trustee in the Trust Property which would adversely affect its respective ability and right to receive refunds with respect theretohave been filed, or which would adversely affect (ii) stating that, in the rights opinion of any of the Purchasersuch counsel, the Deal Agent, the Collateral Agent, the Liquidity Agent or the Secured Partiesno such action shall be necessary to preserve and protect such interest.
Appears in 1 contract
Protection of Right Title and Interest. (a) Each Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements and any required documentation all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Purchaser in the Property and in the proceeds thereof. Each Seller Epic shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent Borrower and the Deal Agent filedTrustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Epic fails to perform its obligations under this subsection, the Borrower or the Trustee may do so, on Epic's behalf, at the expense of Epic. Epic hereby grants the Borrower and the Trustee a power of attorney to effectuate the provisions of the preceding sentence.
(b) No Seller Epic shall not change its name, name identity, or corporate structure in any manner that would, could, or might make any UCC financing statement or continuation statement filed by such Seller Epic in accordance with PARAGRAPH paragraph (a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC, unless it shall have given the Purchaser, the Collateral Agent Borrower and the Deal Agent Trustee at least thirty (30) five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed UCC financing statements or continuation statements prior to such changes. No Seller shall cease to be a "registered organization" within the meaning of Article 9 of the UCC as adopted in each relevant jurisdictionstatements.
(c) Each Seller Epic shall give the Purchaser, the Collateral Agent Borrower and the Deal Agent Trustee at least thirty (30) 60 days' prior written notice of any relocation of its principal place of business or chief executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed UCC financing or continuation statement or of any new UCC financing statement and shall promptly file any such amendment prior to any such relocationamendment. Each Seller Epic shall at all times maintain each office from which it shall service the Loans and its principal executive office office, within the United States of America. Epic shall pay all filing fees or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 9.8(c).
(d) No Seller will amend, and no Seller Epic shall permit any amendment to any Securitization Facility Documents relating deliver to the Property which would adversely affect its respective ability Borrower and right the Trustee promptly after the execution and delivery of each amendment hereto, an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to receive refunds with respect theretopreserve and protect fully the interest of the Borrower and the Trustee in the Trust Estate have been filed, or which would adversely affect (ii) stating that, in the rights opinion of any of the Purchasersuch counsel, the Deal Agent, the Collateral Agent, the Liquidity Agent or the Secured Partiesno such action shall be necessary to preserve and protect such interest.
Appears in 1 contract
