PROTECTION OF TITLE TO PROPERTY. (a) (a) The Seller, the Purchaser or Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee in the Receivables, the Other Conveyed Property and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) None of the Seller, the Purchaser or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder and the Trustee at least thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee and the Noteholder, in form and substance reasonably satisfactory to the Noteholder, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Other Conveyed Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. (c) Each of the Seller, the Purchaser and the Servicer shall have an obligation to give the Noteholder and the Trustee at least 60 days' prior written notice of any relocation of its chief executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 promptly file any such amendment or new financing statement. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), maintain each office from which it shall service Receivables and Other Conveyed Property, and its chief executive office and jurisdiction of organization, within the United States of America. (d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed Property, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed Property. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the Trustee. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. Annex-45 (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed Property, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the Trustee. (g) The Servicer shall permit the Trustee, the Backup Servicer and the Noteholder and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed Property. (h) Upon request, the Servicer shall furnish to the Noteholder or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the Trustee, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture. (i) The Servicer shall deliver to the Noteholder and the Trustee: (1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the Noteholder, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) as a condition precedent to the renewal of the Indenture by the Noteholder pursuant to Section 2.3 thereof, an Opinion of Counsel stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Silverleaf Resorts Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser or Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee in the Receivables, the Other Conveyed Property and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder and the Trustee at least thirty days' ’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee and the Noteholder, in form and substance reasonably satisfactory to the Noteholder, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Other Conveyed Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser and the Servicer shall have an obligation to give the Noteholder and the Trustee at least 60 days' ’ prior written notice of any relocation of its chief executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 promptly file any such amendment or new financing statement. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), maintain each office from which it shall service Receivables and Other Conveyed Property, and its chief executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed Property, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed Property.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Other Conveyed Property to the Purchaser, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the Trustee. Indication of the Purchaser's ’s and the Trustee's ’s interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's ’s computer systems when, and only when, such Receivable shall have been paid in full or repurchased. Annex-45.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed Property, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the Trustee.
(g) The Servicer shall permit the Trustee, the Backup Servicer and the Noteholder and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's ’s records regarding any Receivable and the related Other Conveyed Property.
(h) Upon request, the Servicer shall furnish to the Noteholder or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the Trustee, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's ’s Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The Servicer shall deliver to the Noteholder and the Trustee:
(1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the Noteholder, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2) as a condition precedent to the renewal of the Indenture by the Noteholder pursuant to Section 2.3 thereof, an Opinion of Counsel stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Silverleaf Resorts Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser or Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee in the Receivables, the Other Conveyed Property Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder Controlling Party and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph PARAGRAPH (aA) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder Controlling Party and the Trustee at least thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee Trustee, the Controlling Party and the Noteholder, in a form and substance reasonably satisfactory to the NoteholderControlling Party, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Other Conveyed PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser and the Servicer shall have an obligation to give the Noteholder Controlling Party, the Owner Trustee and the Trustee at least 60 days' prior written notice of any relocation of its chief executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 promptly file any such amendment or new financing statement. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), maintain each office from which it shall service Receivables and Other Conveyed PropertyReceivables, and its chief executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed PropertyReceivable, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed PropertyReceivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the Trustee. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such the related Receivable shall have been paid in full or repurchased. Annex-45.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed PropertyReceivable, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the Trustee.
(g) The Servicer shall permit the Trustee, the Owner Trustee, the Backup Servicer Servicer, the Noteholder and the Noteholder Controlling Party and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed PropertyReceivable.
(h) Upon request, the Servicer shall furnish to the Noteholder Controlling Party or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the Trustee, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The Servicer shall deliver to the Noteholder Controlling Party, the Owner Trustee and the Trustee:
(1) promptly Trustee within 90 days after the execution and delivery of this Agreement and, if required pursuant to Section 11.1, beginning of each amendment, waiver, or consentcalendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, in form and substance satisfactory to the Noteholderdated as of a date during such 90-day period, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2) as a condition precedent to the renewal of the Indenture by the Noteholder pursuant to Section 2.3 thereof, an Opinion of Counsel stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements statement have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Such Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser or Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee in the Receivables, the Other Conveyed Property Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder Insurer and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph PARAGRAPH (aA) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder Insurer and the Trustee at least thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee Trustee, the Agent and the NoteholderInsurer, in a form and substance reasonably satisfactory to the NoteholderControlling Party, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Other Conveyed PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser and the Servicer shall have an obligation to give the Noteholder and the Trustee at least 60 days' prior written notice of any relocation of its chief executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 promptly file any such amendment or new financing statement. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), maintain each office from which it shall service Receivables and Other Conveyed Property, and its chief executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed Property, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed Property.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the Trustee. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. Annex-45
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed Property, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the Trustee.
(g) The Servicer shall permit the Trustee, the Backup Servicer and the Noteholder and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed Property.
(h) Upon request, the Servicer shall furnish to the Noteholder or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the Trustee, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The Servicer shall deliver to the Noteholder and the Trustee:
(1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the Noteholder, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2) as a condition precedent to the renewal of the Indenture by the Noteholder pursuant to Section 2.3 thereof, an Opinion of Counsel stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser Purchaser, the Borrower or the Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places and take such other action as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee Collateral Agent for the benefit of the Secured Parties in the Receivables, the Other Conveyed Property Collateral and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder Administrative Agent and the Trustee Backup Servicer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser Purchaser, the Borrower or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given each Lender, the Noteholder Backup Servicer and the Trustee Administrative Agent at least thirty (30) days' ’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller Seller, the Borrower or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee Administrative Agent and the Noteholdereach Lender, in a form and substance reasonably satisfactory to the NoteholderAdministrative Agent, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee Collateral Agent for the benefit of the Secured Parties in the Receivables Collateral and the Other Conveyed Propertyproceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser Purchaser, the Borrower and the Servicer shall have an obligation to give each Lender, the Noteholder Backup Servicer and the Trustee Administrative Agent at least 60 days' ’ prior written notice of any relocation of its chief executive office or a change in its corporate structure, jurisdiction of organization or name and shall file amendments, continuation statements and new financing statements if, as a result of such relocation or change, 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 to fully preserve and shall promptly file any such amendment or new financing statementprotect the interest of the Purchaser and the Collateral Agent on behalf of the Secured Parties in the Collateral and the proceeds thereof. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), ) and maintain each office from which it shall service Receivables and Other Conveyed Property, and its chief executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed PropertyReceivable, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed PropertyReceivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and the Other Conveyed Property to the Purchaser, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the TrusteeCollateral Agent for the benefit of the Secured Parties. Indication of the Purchaser's ’s and the Trustee's Collateral Agent’s interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's ’s computer systems when, and only when, such the related Receivable shall have been paid in full or repurchased. Annex-45.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed PropertyReceivable, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the TrusteeCollateral Agent for the benefit of the Secured Parties.
(g) The Servicer shall permit the TrusteeAdministrative Agent, the Backup Servicer and the Noteholder each Lender and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's ’s records regarding any Receivable and the related Other Conveyed PropertyReceivable.
(h) Upon request, the Servicer shall furnish to any Lender, the Noteholder Backup Servicer or to the TrusteeAdministrative Agent, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the TrusteeCollateral Agent for the benefit of the Secured Parties, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's ’s Certificates furnished before such request indicating removal of Receivables from the lien of the IndentureSecurity Agreement.
(i) The Servicer shall deliver to the Noteholder and the Trustee:
(1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the Noteholder, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2) as a condition precedent to the renewal of the Indenture by the Noteholder pursuant to Section 2.3 thereof, an Opinion of Counsel stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser or the Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places and take such other action as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee for the benefit of the Noteholders and the Note Purchaser in the Receivables, the Other Conveyed Property Collateral and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder Noteholders, the Note Purchaser and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder Noteholders, the Note Purchaser and the Trustee at least thirty (30) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee Trustee, the Note Purchaser and the NoteholderNoteholders, in a form and substance reasonably satisfactory to the NoteholderNote Purchaser, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee for the benefit of the Noteholders and the Note Purchaser in the Receivables and the Other Conveyed PropertyCollateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser and the Servicer shall have an obligation to give the Noteholder and the Trustee at least 60 days' prior written notice of any relocation of its chief executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 promptly file any such amendment or new financing statement. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), maintain each office from which it shall service Receivables and Other Conveyed Property, and its chief executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed Property, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed Property.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the Trustee. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. Annex-45
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed Property, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the Trustee.
(g) The Servicer shall permit the Trustee, the Backup Servicer and the Noteholder and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed Property.
(h) Upon request, the Servicer shall furnish to the Noteholder or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the Trustee, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The Servicer shall deliver to the Noteholder and the Trustee:
(1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the Noteholder, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2) as a condition precedent to the renewal of the Indenture by the Noteholder pursuant to Section 2.3 thereof, an Opinion of Counsel stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser or Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee in the Receivables, the Other Conveyed Property Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder Insurer and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph PARAGRAPH (aA) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder Insurer and the Trustee at least thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee Trustee, the Agent and the NoteholderInsurer, in a form and substance reasonably satisfactory to the NoteholderControlling Party, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Other Conveyed PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser and the Servicer shall have an obligation to give the Noteholder Insurer, the Owner Trustee and the Trustee at least 60 days' prior written notice of any relocation of its chief principal executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 promptly file any such amendment or new financing statement. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), maintain each office from which it shall service Receivables and Other Conveyed PropertyReceivables, and its chief principal executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed PropertyReceivable, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed PropertyReceivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the Trustee. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such the related Receivable shall have been paid in full or repurchased. Annex-45.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed PropertyReceivable, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the Trustee.
(g) The Servicer shall permit the Trustee, the Owner Trustee, the Backup Servicer Servicer, the Controlling Party and the Noteholder and their its respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed PropertyReceivable.
(h) Upon request, the Servicer shall furnish to the Noteholder Controlling Party or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the Trustee, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The the Servicer shall deliver to the Noteholder Insurer, the Agent, the Owner Trustee and the Trustee:
(1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the Noteholder, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2) as a condition precedent to the renewal of the Indenture by the Noteholder pursuant to Section 2.3 thereof, an Opinion of Counsel stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser or Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee in the Receivables, the Other Conveyed Property Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph PARAGRAPH (a) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder and the Trustee at least thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee and the Noteholder, in a form and substance reasonably satisfactory to the Noteholder, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Other Conveyed PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser and the Servicer shall have an obligation to give the Noteholder and the Trustee at least 60 days' prior written notice of any relocation of its chief executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 promptly file any such amendment or new financing statement. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), maintain each office from which it shall service Receivables and Other Conveyed Property, and its chief executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed Property, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed Property.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the Trustee. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. Annex-45
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed Property, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the Trustee.
(g) The Servicer shall permit the Trustee, the Backup Servicer and the Noteholder and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed Property.
(h) Upon request, the Servicer shall furnish to the Noteholder or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the Trustee, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The Servicer shall deliver to the Noteholder and the Trustee:
(1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the Noteholder, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2) as a condition precedent to the renewal of the Indenture by the Noteholder pursuant to Section 2.3 thereof, an Opinion of Counsel stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser Purchaser, the Issuer or the Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places and take such other action as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of (i) subject to the terms and provisions of the Intercreditor Agreement, the Trustee for the benefit of the Noteholders and the Note Purchasers in the Receivables, the Other Conveyed Property Collateral and in the proceeds thereof, (ii) the Class B Note Purchasers and the Class B Noteholders in the Pledged Subordinate Securities and in the proceeds thereof, and (iii) subject to the terms and provisions of the Intercreditor Agreement, the Bear Indenture Trustee in the UBS Cross Collateral and the proceeds thereof for the benefit of the Class B note purchasers and the Class B noteholders under the Bear Basic Documents. The Seller shall deliver (or cause to be delivered) to the Noteholder each Noteholder, each Note Purchaser and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser Purchaser, the Issuer or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph PARAGRAPH (aA) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder each Noteholder, each Note Purchaser and the Trustee at least thirty (30) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller Seller, the Issuer or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee Trustee, each Note Purchaser, each Noteholder and the NoteholderBear Indenture Trustee, in a form and substance reasonably satisfactory to the NoteholderControlling Note Purchaser, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and (i) subject to the terms and provisions of the Intercreditor Agreement, the Trustee for the benefit of the Noteholders and the Note Purchasers in the Collateral and the proceeds thereof, (ii) the Class B Noteholders and the Class B Note Purchasers in the Pledged Subordinate Securities and the proceeds thereof, and (iii) subject to the terms and provisions of the Intercreditor Agreement, the Bear Indenture Trustee in the Receivables UBS Cross Collateral and the Other Conveyed Propertyproceeds thereof for the benefit of the Class B note purchasers and the Class B noteholders under the Bear Basic Documents, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser Purchaser, the Issuer and the Servicer shall have an obligation to give the Noteholder each Noteholder, each Note Purchaser and the Trustee at least 60 days' prior written notice of any relocation of its chief executive office or a change in its corporate structure, jurisdiction of organization or name and shall file amendments, continuation statements and new financing statements if, as a result of such relocation or change, 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 to fully preserve and shall promptly file any such amendment or new financing statementprotect the interest of the Purchaser and (i) subject to the terms and provisions of the Intercreditor Agreement, the Trustee on behalf of the Noteholders and the Note Purchasers in the Collateral and the proceeds thereof, (ii) the Class B Noteholders and the Class B Note Purchasers in the Pledged Subordinate Securities and the proceeds thereof, and (iii) subject to the terms and provisions of the Intercreditor Agreement, the Bear Indenture Trustee in the UBS Cross Collateral and the proceeds thereof for the benefit of the Class B note purchasers and the Class B noteholders under the Bear Basic Documents. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), ) and maintain each office from which it shall service Receivables and Other Conveyed Property, and its chief executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed PropertyReceivable, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed PropertyReceivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and the Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the TrusteeTrustee for the benefit of the Note Purchasers and the Noteholders. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such the related Receivable shall have been paid in full or repurchased. Annex-45.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed PropertyReceivable, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the TrusteeTrustee for the benefit of the Noteholders and the Note Purchasers.
(g) The Servicer shall permit the Trustee, the Backup Servicer Servicer, each Note Purchaser and the each Noteholder and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed PropertyReceivable.
(h) Upon request, the Servicer shall furnish to the any Noteholder or any Note Purchaser or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the TrusteeTrustee for the benefit of the Note Purchasers and the Noteholders, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The Servicer shall deliver to the each Note Purchaser, each Noteholder and the Trustee:
(1i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section SECTION 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the NoteholderControlling Note Purchaser and (to the extent such Opinion of Counsel relates to Opinion Collateral consisting of Pledged Subordinate Securities) the Class B Note Purchasers and (to the extent such Opinion of Counsel relates to Opinion Collateral consisting of UBS Cross Collateral) the Class B note purchasers under the Bear Basic Documents, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee for the benefit of the applicable Noteholders and the applicable Note Purchasers in the Receivables and the Opinion Collateral Collateral, and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2ii) as a condition precedent to within 90 days after the renewal beginning of each calendar year beginning with the Indenture by first calendar year beginning more than three months after the Noteholder pursuant to Section 2.3 thereofClosing Date, an Opinion of Counsel Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements statement have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee for the benefit of the applicable Noteholders and the applicable Note Purchasers in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1i) or (2ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Subject to SECTION 4.5, the Seller hereby authorizes the Controlling Note Purchaser, the Trustee and their respective agents to file such financing statements and continuation statements and take such other actions as the Controlling Note Purchaser or the Trustee may deem advisable in connection with the security interest granted by the Seller pursuant to SECTION 2.2 to the extent permitted by applicable law. Any such financing statements and continuation statements shall be prepared by the Issuer or the Controlling Note Purchaser.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser or Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee in the Receivables, the Other Conveyed Property Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph PARAGRAPH (aA) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder and the Trustee at least thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee and the Noteholder, in a form and substance reasonably satisfactory to the Noteholder, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Other Conveyed PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser and the Servicer shall have an obligation to give the Noteholder and the Trustee at least 60 days' prior written notice of any relocation of its chief executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 promptly file any such amendment or new financing statement. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), maintain each office from which it shall service Receivables and Other Conveyed Property, and its chief executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed Property, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed Property.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the Trustee. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full or repurchased. Annex-45
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed Property, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the Trustee.
(g) The Servicer shall permit the Trustee, the Backup Servicer and the Noteholder and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed Property.
(h) Upon request, the Servicer shall furnish to the Noteholder or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the Trustee, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The Servicer shall deliver to the Noteholder and the Trustee:
(1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the Noteholder, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2) as a condition precedent to the renewal of the Indenture by the Noteholder pursuant to Section 2.3 thereof, an Opinion of Counsel stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser or the Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places and take such other action as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee for the benefit of the Noteholders and the Note Purchaser in the Receivables, the Other Conveyed Property Collateral and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder Noteholders, the Note Purchaser and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph PARAGRAPH (aA) above - seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder Noteholders, the Note Purchaser and the Trustee at least thirty (30) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee Trustee, the Note Purchaser and the NoteholderNoteholders, in a form and substance reasonably satisfactory to the NoteholderNote Purchaser, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee for the benefit of the Noteholders and the Note Purchaser in the Receivables and the Other Conveyed PropertyCollateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser and the Servicer shall have an obligation to give the Noteholder Noteholders, the Note Purchaser and the Trustee at least 60 days' prior written notice of any relocation of its chief executive office or a change in its corporate structure, jurisdiction of organization or name and shall file amendments, continuation statements and new financing statements if, as a result of such relocation or change, 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 to fully preserve and shall promptly file any such amendment or new financing statementprotect the interest of the Purchaser and the Trustee on behalf of the Noteholders and the Note Purchaser in the Collateral. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), ) and maintain each office from which it shall service Receivables and Other Conveyed Property, and its chief executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed PropertyReceivable, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed PropertyReceivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and the Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the Trustee. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such the related Receivable shall have been paid in full or repurchased. Annex-45.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed PropertyReceivable, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the TrusteeTrustee for the benefit of the Noteholders and the Note Purchaser.
(g) The Servicer shall permit the Trustee, the Backup Servicer Servicer, the Note Purchaser and the Noteholder Noteholders and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed PropertyReceivable.
(h) Upon request, the Servicer shall furnish to any Noteholder, the Noteholder Note Purchaser or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the Trustee, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The Servicer shall deliver to the Noteholder Note Purchaser, the Noteholders and the Trustee:
(1i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section SECTION 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the NoteholderNote Purchaser and the Majority Noteholders, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee for the benefit of the Noteholders and the Note Purchaser in the Receivables and the Opinion Collateral Collateral, and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2ii) as a condition precedent to within 90 days after the renewal beginning of each calendar year beginning with the Indenture by first calendar year beginning more than three months after the Noteholder pursuant to Section 2.3 thereofClosing Date, an Opinion of Counsel Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements statement have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee for the benefit of the Noteholders and the Note Purchaser in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1i) or (2ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Subject to SECTION 4.5, the Seller hereby authorizes the Note Purchaser, the Trustee and their respective agents to file such financing statements and continuation statements and take such other actions as the Note Purchaser or the Trustee may deem advisable in connection with the security interest granted by the Seller pursuant to SECTION 2.2 to the extent permitted by applicable law. Any such financing statements and continuation statements shall be prepared by the Issuer or the Note Purchaser.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser or Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of the Trustee in the Receivables, the Other Conveyed Property Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Noteholder Insurer and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser or the Servicer shall change its name, identity, identity jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder Insurer and the Trustee at least thirty five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, Purchaser or the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee and the Noteholder, in form and substance reasonably satisfactory to the NoteholderInsurer, stating either (A) all financing statements and continuation statements have been authorized, executed authorized and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Other Conveyed PropertyReceivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser and the Servicer shall have an obligation to give the Noteholder Insurer and the Trustee at least 60 days' prior written notice of any relocation or change of its chief principal executive office or a change in its jurisdiction of organization if, as a result of such relocation or change, 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 promptly file any such amendment or new financing statement. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), ) maintain each office from which it shall service Receivables and Other Conveyed PropertyReceivables, and its chief principal executive office and jurisdiction of organization, organization within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed PropertyReceivable, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed PropertyReceivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the Trustee. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such the related Receivable shall have been paid in full or repurchased. Annex-45.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed PropertyReceivable, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the Trustee.
(g) The Servicer shall permit the Trustee, the Backup Servicer Standby Servicer, the Insurer and the Noteholder Initial Note Purchaser and their its respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed PropertyReceivable.
(h) Upon request, the Servicer shall furnish to the Noteholder Controlling Party or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the Trustee, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The Servicer shall deliver to the Noteholder and the Trustee:
(1) promptly after the execution and delivery of this Agreement and, if required pursuant to Section 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the Noteholder, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2) as a condition precedent to the renewal of the Indenture by the Noteholder pursuant to Section 2.3 thereof, an Opinion of Counsel stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
PROTECTION OF TITLE TO PROPERTY. (a)
(a) The Seller, the Purchaser Purchaser, the Issuer or the Servicer or each of them shall authorize, execute (if necessary) and file such financing statements and cause to be authorized, executed (if necessary) and filed such continuation statements, all in such manner and in such places and take such other action as may be required by law fully to preserve, maintain and protect the interest of the Purchaser and the interests of (i) subject to the terms and provisions of the Intercreditor Agreement, the Trustee for the benefit of the Noteholders and the Note Purchasers in the Receivables, the Other Conveyed Property Collateral and in the proceeds thereof, (ii) the Class B Note Purchasers and the Class B Noteholders in the Pledged Subordinate Securities and in the proceeds thereof, and (iii) subject to the terms and provisions of the Intercreditor Agreement, the UBS Indenture Trustee in the Bear Cross Collateral and the proceeds thereof for the benefit of the Class B note purchasers and the Class B noteholders under the UBS Basic Documents. The Seller shall deliver (or cause to be delivered) to the Noteholder each Noteholder, each Note Purchaser and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) None of the Seller, the Purchaser Purchaser, the Issuer or the Servicer shall change its name, identity, jurisdiction of organization, form of organization or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph PARAGRAPH (aA) above seriously misleading within the meaning of Section 9-506(a) of the UCC, unless it shall have given the Noteholder each Noteholder, each Note Purchaser and the Trustee at least thirty (30) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Purchaser, the Seller Seller, the Issuer or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Trustee Trustee, each Note Purchaser, each Noteholder and the NoteholderUBS Indenture Trustee, in a form and substance reasonably satisfactory to the NoteholderControlling Note Purchaser, stating either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and (i) subject to the terms and provisions of the Intercreditor Agreement, the Trustee for the benefit of the Noteholders and the Note Purchasers in the Collateral and the proceeds thereof, (ii) the Class B Noteholders and the Class B Note Purchasers in the Pledged Subordinate Securities and the proceeds thereof, and (iii) subject to the terms and provisions of the Intercreditor Agreement, the UBS Indenture Trustee in the Receivables Bear Cross Collateral and the Other Conveyed Propertyproceeds thereof for the benefit of the Class B note purchasers and the Class B noteholders under the UBS Basic Documents, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller, the Purchaser Purchaser, the Issuer and the Servicer shall have an obligation to give the Noteholder each Noteholder, each Note Purchaser and the Trustee at least 60 days' prior written notice of any relocation of its chief executive office or a change in its corporate structure, jurisdiction of organization or name and shall file amendments, continuation statements and new financing statements if, as a result of such relocation or change, 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 to fully preserve and shall promptly file any such amendment or new financing statementprotect the interest of the Purchaser and (i) subject to the terms and provisions of the Intercreditor Agreement, the Trustee on behalf of the Noteholders and the Note Purchasers in the Collateral and the proceeds thereof, (ii) the Class B Noteholders and the Class B Note Purchasers in the Pledged Subordinate Securities and the proceeds thereof, and (iii) subject to the terms and provisions of the Intercreditor Agreement, the UBS Indenture Trustee in the Bear Cross Collateral and the proceeds thereof for the benefit of the Class B note purchasers and the Class B noteholders under the UBS Basic Documents. The Servicer shall at all times be organized under the laws of the United States (or any State thereof), ) and maintain each office from which it shall service Receivables and Other Conveyed Property, and its chief executive office and jurisdiction of organization, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable and Other Conveyed Property accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable and Other Conveyed PropertyReceivable, including payments and recoveries made and payments owing (and the nature of each) and any Liquidation Expenses or other expenses incurred in respect of any Receivable and Other Conveyed Property (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and Other Conveyed Property and the amounts from time to time deposited in the Collection Account in respect of such Receivable and Other Conveyed PropertyReceivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and the Other Conveyed Property to the Purchaser, the Servicer's master computer records (including any backup archives) that refer to a Receivable or Other Conveyed Property shall indicate clearly the interest of the Purchaser in such Receivable and Other Conveyed Property and that such Receivable and Other Conveyed Property is owned by the Purchaser and pledged to the TrusteeTrustee for the benefit of the Note Purchasers and the Noteholders. Indication of the Purchaser's and the Trustee's interest in a Receivable and the related Other Conveyed Property shall be deleted from or modified on the Servicer's computer systems when, and only when, such the related Receivable shall have been paid in full or repurchased. Annex-45.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in Receivables or Other Conveyed Property automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable or Other Conveyed PropertyReceivable, shall indicate clearly that such Receivable and the related Other Conveyed Property has been sold and is owned by the Purchaser and pledged to the TrusteeTrustee for the benefit of the Noteholders and the Note Purchasers.
(g) The Servicer shall permit the Trustee, the Backup Servicer Servicer, each Note Purchaser and the each Noteholder and their respective agents upon reasonable notice and at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable and the related Other Conveyed PropertyReceivable.
(h) Upon request, the Servicer shall furnish to the any Noteholder or any Note Purchaser or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then pledged to the TrusteeTrustee for the benefit of the Note Purchasers and the Noteholders, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the lien of the Indenture.
(i) The Servicer shall deliver to the each Note Purchaser, each Noteholder and the Trustee:
(1i) promptly after the execution and delivery of this Agreement and, if required pursuant to Section SECTION 11.1, of each amendment, waiver, or consent, an Opinion of Counsel, in form and substance satisfactory to the NoteholderControlling Note Purchaser and (to the extent such Opinion of Counsel relates to Opinion Collateral consisting of Pledged Subordinate Securities) the Class B Note Purchasers and (to the extent such Opinion of Counsel relates to Opinion Collateral consisting of Bear Cross Collateral) the Class B note purchasers under the UBS Basic Documents, stating that in the opinion of such counsel, either (A) all financing statements and continuation statements have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee for the benefit of the applicable Noteholders and the applicable Note Purchasers in the Receivables and the Opinion Collateral Collateral, and reciting the details of such filings or referring to a prior Opinion of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(2ii) as a condition precedent to within 90 days after the renewal beginning of each calendar year beginning with the Indenture by first calendar year beginning more than three months after the Noteholder pursuant to Section 2.3 thereofClosing Date, an Opinion of Counsel Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (a) all financing statements and continuation statements statement have been authorized, executed and filed that are necessary fully to preserve and protect the interest of the Purchaser and the Trustee for the benefit of the applicable Noteholders and the applicable Note Purchasers in the Receivables and the Opinion Collateral, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1i) or (2ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Subject to SECTION 4.5, the Seller hereby authorizes the Controlling Note Purchaser, the Trustee and their respective agents to file such financing statements and continuation statements and take such other actions as the Controlling Note Purchaser or the Trustee may deem advisable in connection with the security interest granted by the Seller pursuant to SECTION 2.2 to the extent permitted by applicable law. Any such financing statements and continuation statements shall be prepared by the Issuer or the Controlling Note Purchaser.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
