Protection of Title to Trust Estate. (a) The Receivables Seller shall execute and file such financing statements and cause to be executed 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 Issuer and the interests of the Indenture Trustee in the Receivables and in the proceeds thereof. The Receivables Seller shall deliver (or cause to be delivered) to the Majority Noteholder, the Owner Trustee and the Indenture 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 Receivables Seller, Depositor or the Servicer shall change its name, identity 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 9-506 of the UCC, unless it shall have given the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least 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 Receivables Seller, Depositor or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee, stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, 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 Receivables Seller, Depositor and the Servicer shall have an obligation to give the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any change in the jurisdiction of its formation or organization if, as a result of such 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. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America and, in the case of servicing offices, Canada or such other locations as may be approved by the Majority Noteholder. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer.
Appears in 1 contract
Protection of Title to Trust Estate. (a) The Receivables Seller shall execute and file such financing statements and cause to be executed 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 Issuer and the interests of the Indenture Trustee in the Receivables and in the proceeds thereof. The Receivables Seller shall deliver (or cause to be delivered) to the Majority Noteholder, the Owner Trustee and the Indenture 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 Receivables Seller, Depositor or the Servicer shall change its name, identity 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 9-506 of the UCC, unless it shall have given the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least 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 Receivables Seller, Depositor or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee, stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, 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 Receivables Seller, Depositor and the Servicer shall have an obligation to give the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any change in the jurisdiction of its formation or organization if, as a result of such 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. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America and, in the case of servicing offices, Canada or such other locations as may be approved by the Majority Noteholder.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer. Indication of the Issuer's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased.
(f) If at any time either Receivables Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if it shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer.
(g) Upon request, the Servicer shall furnish to the Majority Noteholder, the Owner Trustee, the Master Servicer or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, 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 Issuer.
(h) The Servicer shall deliver to the Majority Noteholder, the Master Servicer, the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 11.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the Indenture Trustee, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, 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; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of 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 have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, 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
Protection of Title to Trust Estate. (a) The Receivables Seller Either of the Issuer or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other 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 Issuer and the interests of the Indenture Note Insurer, the Noteholders and the Trustee under this Agreement in the Receivables and in the proceeds thereof. The Receivables Seller Each of the Issuer and the Servicer shall deliver (or cause to be delivered) to the Majority Noteholder, the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided provided, above, as soon as available following such filing.
(b) None of Neither the Receivables Seller, Depositor or Issuer nor the Servicer shall change its name, identity or corporate organizational 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 9-506 402(7) of the UCC, unless it shall have given the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least five 10 days' prior written notice thereof and shall have promptly filed within 30 days after such change appropriate amendments to all such previously filed financing statements or continuation statements. Promptly upon such filing, the Receivables Seller, Depositor or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee, stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, 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 Receivables Seller, Depositor Issuer and the Servicer shall have an obligation to give the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least 60 10 days' prior written notice of any change in the jurisdiction relocation of its formation or organization principal executive office if, as a result of such changerelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing statement or continuation statement or of any new financing statement statement, and shall promptly within 30 days after such relocation file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of America and, in the case of servicing offices, Canada or such other locations as may be approved by the Majority NoteholderStates.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each, if applicable) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account Accounts (or any of them) in respect of such ReceivableReceivables.
(e) The Servicer shall maintain its computer systems records so that, from and after the time of sale the grant of a security interest in the Receivables and other Trust Property under this Agreement to the Trustee for the benefit of the Receivables to Noteholders and the IssuerNote Insurer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall any Receivables indicate clearly the interest of the Issuer Trustee in such Receivables. Indication of the Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer records when, and only when, the Receivable has been paid in full, acquired or assigned pursuant to this Agreement.
(f) If at any time Issuer or Servicer propose to assign, convey, grant a security interest in, or otherwise transfer any interest in defaulted consumer receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective acquirer, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable is owned subject to a security interest in favor of the Trustee unless such Receivable has been paid in full, acquired or assigned pursuant to this Agreement.
(g) The Servicer shall permit the Trustee and its agents, upon not less than two Business Days' prior written notice and during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Trust Estate. Nothing in this Section shall impair the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.
(h) Upon request, the Servicer shall furnish to the Trustee and/or the Note Insurer, within five Business Days of such request, a list of all Receivables (by account number and name of Obligor) then held as part of the IssuerTrust Estate.
(i) The Servicer shall deliver to the Trustee, promptly after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel stating that, in the opinion of such Counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action is necessary to preserve and protect such interest.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Creditrust Corp)
Protection of Title to Trust Estate. (a) The Receivables Seller Either of the Issuer or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other 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 Issuer and the interests of the Indenture Note Insurer, the Noteholders and the Trustee under this Agreement in the Receivables and in the proceeds thereof. The Receivables Seller Each of the Issuer and the Servicer shall deliver (or cause to be delivered) to the Majority Noteholder, the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided provided, above, as soon as available following such filing.
(b) None of Neither the Receivables Seller, Depositor or Issuer nor the Servicer shall change its name, identity or corporate organizational 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 9-506 402(7) of the UCC, unless it shall have given the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least five ten (10) days' prior written notice thereof and shall have promptly filed within thirty (30) days after such change appropriate amendments to all such previously filed financing statements or continuation statements. Promptly upon such filing, the Receivables Seller, Depositor or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee, stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, 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 Receivables Seller, Depositor Issuer and the Servicer shall have an obligation to give the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least 60 ten (10) days' prior written notice of any change in the jurisdiction relocation of its formation or organization principal executive office if, as a result of such changerelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing statement or continuation statement or of any new financing statement statement, and shall promptly within thirty (30) days after such relocation file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of America and, in the case of servicing offices, Canada or such other locations as may be approved by the Majority NoteholderStates.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each, if applicable) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account Accounts (or any of them) in respect of such ReceivableReceivables.
(e) The Servicer shall maintain its computer systems records so that, from and after the time of sale transfer, assignment and conveyance under this Agreement of the Receivables to the IssuerTrustee, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall any Receivables indicate clearly the interest of the Issuer Trustee in such Receivables and that the Receivable is held by the Trustee on behalf of the Note Insurer and the Noteholders. Indication of the Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer records when, and only when, the Receivable has been paid in full, acquired or assigned pursuant to this Agreement. -95- 103
(f) If at any time Issuer or Servicer propose to assign, convey, grant a security interest in, or otherwise transfer any interest in defaulted consumer receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective acquirer, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been transferred, assigned and conveyed and is owned by the IssuerTrustee unless such Receivable has been paid in full, acquired or assigned pursuant to this Agreement.
(g) The Servicer shall permit the Trustee and its agents, upon not less than two Business Days' prior written notice and during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Trust Estate. Nothing in this Section shall impair the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.
(h) Upon request, the Servicer shall furnish to the Trustee and/or the Note Insurer, within five Business Days of such request, a list of all Receivables (by account number and name of Obligor) then held as part of the Trust Estate.
(i) The Servicer shall deliver to the Trustee, promptly after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel stating that, in the opinion of such Counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action is necessary to preserve and protect such interest.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (MCM Capital Group Inc)
Protection of Title to Trust Estate. (a) The Receivables Seller Either of the Issuer or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other 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 Issuer and the 107 114 interests of the Indenture Note Insurer, the Noteholders and the Trustee under this Agreement in the Receivables and in the proceeds thereof. The Receivables Seller Each of the Issuer and the Servicer shall deliver (or cause to be delivered) to the Majority Noteholder, the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided provided, above, as soon as available following such filing.
(b) None of Neither the Receivables Seller, Depositor or Issuer nor the Servicer shall change its name, identity or corporate organizational 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 9-506 402(7) of the UCC, unless it shall have given the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least five 10 days' prior written notice thereof and shall have promptly filed within 30 days after such change appropriate amendments to all such previously filed financing statements or continuation statements. Promptly upon such filing, the Receivables Seller, Depositor or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee, stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, 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 Receivables Seller, Depositor Issuer and the Servicer shall have an obligation to give the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least 60 10 days' prior written notice of any change in the jurisdiction relocation of its formation or organization principal executive office if, as a result of such changerelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing statement or continuation statement or of any new financing statement statement, and shall promptly within 30 days after such relocation file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of America and, in the case of servicing offices, Canada or such other locations as may be approved by the Majority NoteholderStates.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each, if applicable) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account Accounts (or any of them) in respect of such ReceivableReceivables.
(e) The Servicer shall maintain its computer systems records so that, from and after the time of sale transfer, assignment and conveyance under this Agreement of the Receivables to the IssuerTrustee, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall any Receivables indicate clearly the interest of the Issuer Trustee in such Receivables and that the Receivable is held by the Trustee on behalf of the Note Insurer and the Noteholders. Indication of the Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer records when, and only when, the Receivable has been paid in full, acquired or assigned pursuant to this Agreement.
(f) If at any time Issuer or Servicer propose to assign, convey, grant a security interest in, or otherwise transfer any interest in defaulted consumer receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective acquirer, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been transferred, assigned and conveyed and is owned by the Issuer108 115 Trustee unless such Receivable has been paid in full, acquired or assigned pursuant to this Agreement.
(g) The Servicer shall permit the Trustee and its agents, upon not less than two Business Days' prior written notice and during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Trust Estate. Nothing in this Section shall impair the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.
(h) Upon request, the Servicer shall furnish to the Trustee and/or the Note Insurer, within five Business Days of such request, a list of all Receivables (by account number and name of Obligor) then held as part of the Trust Estate.
(i) The Servicer shall deliver to the Trustee, promptly after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel stating that, in the opinion of such Counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action is necessary to preserve and protect such interest.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Creditrust Corp)
Protection of Title to Trust Estate. (a) The Receivables Seller Either of the Issuer or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other 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 Issuer and the interests of the Indenture Noteholders and the Trustee under this Agreement in the Receivables and in the proceeds thereofthereof and any other Trust Property. The Receivables Seller Each of the Issuer and the Servicer shall deliver (or cause to be delivered) to the Majority Noteholder, the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided provided, above, as soon as available following such filing.
(b) None of Neither the Receivables Seller, Depositor or Issuer nor the Servicer shall change its name, identity or corporate organizational 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 9-506 402(7) of the UCC, unless it shall have given the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least five 10 days' prior written notice thereof and shall have promptly filed within 30 days after such change appropriate amendments to all such previously filed financing statements or continuation statements. Promptly upon such filing, the Receivables Seller, Depositor or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee, stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, 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 Receivables Seller, Depositor and the Servicer shall have an obligation to give the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any change in the jurisdiction of its formation or organization if, as a result of such 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. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America and, in the case of servicing offices, Canada or such other locations as may be approved by the Majority Noteholder.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each, if applicable) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account Accounts (or any of them) in respect of such ReceivableReceivables.
(ed) The Servicer shall maintain its computer systems records so that, from and after the time of sale the grant of a security interest in the Receivables and other Trust Property under this Agreement to the Trustee for the benefit of the Receivables to the IssuerNoteholders, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall any Receivables indicate clearly the interest of the Issuer Trustee in such Receivables. Indication of the Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer records when, and only when, the Receivable has been paid in full, acquired or assigned pursuant to this Agreement.
(e) If at any time Issuer or Servicer propose to assign, convey, grant a security interest in, or otherwise transfer any interest in defaulted consumer receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective acquirer, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable is owned subject to a security interest in favor of the Trustee unless such Receivable has been paid in full, acquired or assigned pursuant to this Agreement.
(f) The Servicer shall permit the Trustee and its agents, upon not less than two Business Days' prior written notice and during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Trust Estate. Nothing in this Section shall impair the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.
(g) Upon request, the Servicer shall furnish to the Trustee, within five Business Days of such request, a list of all Receivables (by account number and name of Obligor) then held as part of the IssuerTrust Estate.
(h) The Servicer shall deliver to the Trustee, promptly after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel stating that, in the opinion of such Counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action is necessary to preserve and protect such interest.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Creditrust Corp)
Protection of Title to Trust Estate. (a) The Receivables Seller Either of the Issuer or the Servicer or both shall execute and file such financing statements and cause to be executed and filed such continuation and other 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 Issuer and the interests of the Indenture Note Insurer, the Noteholders and the Trustee under this Agreement in the Receivables and in the proceeds thereof. The Receivables Seller Each of the Issuer and the Servicer shall deliver (or cause to be delivered) to the Majority Noteholder, the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided provided, above, as soon as available following such filing.
(b) None of Neither the Receivables Seller, Depositor or Issuer nor the Servicer shall change its name, identity or corporate organizational 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 9-506 402(7) of the UCC, unless it shall have given the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least five 10 days' prior written notice thereof and shall have promptly filed within 30 days after such change appropriate amendments to all such previously filed financing statements or continuation statements. Promptly upon such filing, the Receivables Seller, Depositor or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee, stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, 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 Receivables Seller, Depositor Issuer and the Servicer shall have an obligation to give the Majority Noteholder, the Owner Trustee and the Indenture Trustee at least 60 10 days' prior written notice of any change in the jurisdiction relocation of its formation or organization principal executive office if, as a result of such changerelocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing statement or continuation statement or of any new financing statement statement, and shall promptly within 30 days after such relocation file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of America and, in the case of servicing offices, Canada or such other locations as may be approved by the Majority NoteholderStates.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each, if applicable) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account Accounts (or any of them) in respect of such ReceivableReceivables.
(e) The Servicer shall maintain its computer systems records so that, from and after the time of sale transfer, assignment and conveyance under this Agreement of the Receivables to the IssuerTrustee, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall any Receivables indicate clearly the interest of the Issuer Trustee in such Receivables and that the Receivable is held by the Trustee on behalf of the Note Insurer and the Noteholders. Indication of the Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer records when, and only when, the Receivable has been paid in full, acquired or assigned pursuant to this Agreement.
(f) If at any time Issuer or Servicer propose to assign, convey, grant a security interest in, or otherwise transfer any interest in defaulted consumer receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective acquirer, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been transferred, assigned and conveyed and is owned by the IssuerTrustee unless such Receivable has been paid in full, acquired or assigned pursuant to this Agreement.
(g) The Servicer shall permit the Trustee and its agents, upon not less than two Business Days' prior written notice and during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivables then or previously included in the Trust Estate. Nothing in this Section shall impair the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.
(h) Upon request, the Servicer shall furnish to the Trustee and/or the Note Insurer, within five Business Days of such request, a list of all Receivables (by account number and name of Obligor) then held as part of the Trust Estate.
(i) The Servicer shall deliver to the Trustee, promptly after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel stating that, in the opinion of such Counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action is necessary to preserve and protect such interest.
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Samples: Indenture and Servicing Agreement (Creditrust Corp)
