Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller nor 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 Owner Trustee, the Trust Collateral Agent and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest. (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America. (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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement. (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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust. (g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. (h) The Servicer shall deliver to the Owner Trustee and the Trustee: (i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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 (ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 49 contracts
Samples: Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2020-1), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2020-1), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2019-4)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuing Entity and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, would or could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 applicable provisions of the UCC, unless it UCC and shall have given give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof no later than 10 days after the effective date thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice within 15 days after (and, in any case, no later than 10 days after the effective date thereof) of any relocation of its principal executive office or jurisdiction its “location” as defined in Section 9-307 of organization the UCC and if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and its “location” (ii) its principal executive office as defined in Section 9-307 of the UCC), within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to Citibank, N.A., as Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall may 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 or sold purchased by the Servicer, or otherwise transferred to the Servicer or CNHICA pursuant to this AgreementSection 4.3 hereof.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. From and after the date of this Agreement, the Servicer will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Receivables (other than Reacquired Receivables).
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(k) [Reserved].
Appears in 43 contracts
Samples: Sale and Servicing Agreement (CNH Equipment Trust 2024-C), Sale and Servicing Agreement (CNH Equipment Trust 2024-C), Sale and Servicing Agreement (CNH Equipment Trust 2024-B)
Protection of Title to Trust. (a) The Seller shall execute file (and file if required, authorize) such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer shall change its name, identity or identity, corporate structure or jurisdiction of organization 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 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate new financing statements and/or amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ days prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementstatements as the case may be. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office jurisdiction of organization, within the United States of America.
(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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’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 full, purchased or repurchased or sold pursuant to this Agreementrepurchased.
(f) In the event that (x) a successor Servicer is appointed to replace JDCC as Servicer pursuant to Section 8.02 and (y) the technology system or software of such successor Servicer used to originate electronic contracts and record information related thereto is not compatible with such system or software utilized by JDCC as the Servicer, then, unless otherwise instructed by the Indenture Trustee, with respect to each Receivable constituting “electronic chattel paper” as defined in Section 9-102(a)(31) of the UCC, an authorized representative of JDCC shall use commercially reasonable efforts to convert the “authoritative copy” within the meaning of Section 9-105 of the UCC of such Receivable into tangible form by permanently removing such authoritative copy from the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original.” Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the possession of the successor Servicer in accordance with the terms of Section 8.01.
(g) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(gh) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(i) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hj) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to fully to preserve and protect the interest of the Trust Owner Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cut-off Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) 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 Trust Owner Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(k) The Seller shall, to the extent required by applicable law, cause the Certificate and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 40 contracts
Samples: Sale and Servicing Agreement (Deere John Capital Corp), Sale and Servicing Agreement (John Deere Receivables LLC), Sale and Servicing Agreement (Deere John Capital Corp)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Owner Trustee, the Trust Collateral Agent and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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
(ii2) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i1) or (ii2) 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 29 contracts
Samples: Sale and Servicing Agreement (AFS SenSub Corp.), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2015-4), Sale and Servicing Agreement (AFS SenSub Corp.)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent and the Trustee at least five (5) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 sixty (60) days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, 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 Trust and the Trust Collateral Agent 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
(ii) within 120 one-hundred twenty (120) days after the beginning of each calendar year, beginning with the first calendar year beginning more than six (6) months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 28 contracts
Samples: Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2024-4), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2024-4), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2024-3)
Protection of Title to Trust. (a) The Seller Depositor shall execute authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be executed authorized or prepared, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the interests of Issuing Entity under this Agreement and the Trust Collateral Agent Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Trust Collateral Agent Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer The Depositor shall not change its State of organization or 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Owner Trustee at least five days’ sixty (60) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of The Depositor shall give the Seller Indenture Trustee and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of organization formation if, as a result of such relocationrelocation or change of jurisdiction, 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 maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(f) If at any time the Seller or the Servicer shall propose Depositor proposes to sell, grant a security interest in or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity unless such Receivable has been paid in full, substituted or repurchased by the Depositor or purchased by the Servicer.
(ge) Upon requestTo the extent required by law, the Servicer Depositor shall furnish to cause the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee Notes and the Trustee:
(i) promptly after Certificates to be registered with the execution and delivery of the Agreement and, if required Commission pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A12(b) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest or Section 12(g) of the Trust and Exchange Act within the Trust Collateral Agent time periods specified 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 interestsections.
Appears in 25 contracts
Samples: Trust Sale Agreement (Ally Auto Receivables Trust 2019-4), Trust Sale Agreement (Ally Auto Receivables Trust 2019-4), Trust Sale Agreement (Ally Auto Receivables Trust 2019-3)
Protection of Title to Trust. (a) The 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 Holding Trust Collateral Agent in the Receivables and in the proceeds thereofthereof and the interests of the Issuer and the Indenture Trustee in the rights thereto. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the initial 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) 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 Seller or the initial Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentIndenture Trustee, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Holding Trust in the Receivables and the Trust Collateral Agent interests of the Issuer and the Indenture Trustee in the Receivablesrights thereto, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Backup Servicer and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 IssuerIssuer (and subsequent contribution to the Holding Trust), the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Holding Trust in such Receivable and that such Receivable is owned by the Holding Trust. Indication of the Holding Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Holding Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee Trustee, the Backup 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 Holding Trust, 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 Holding Trust.
(h) The initial Servicer shall deliver to the Backup Servicer, the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Holding Trust in the Receivables and the Trust Collateral Agent interests of the Issuer and the Indenture Trustee in the Receivablesrights thereto, 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
(ii2) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Holding Trust in the Receivables and the Trust Collateral Agent interests of the Issuer and the Indenture Trustee in the Receivablesrights thereto, 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 (i1) or (ii2) 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. For the avoidance of doubt, the cost of any such Opinion of Counsel shall not be borne by the successor Servicer.
Appears in 24 contracts
Samples: Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2023-5), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2023-5), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2023-4)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Owner Trustee, the Trust Collateral Agent and the Trustee at least five (5) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 sixty (60) days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, 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 Trust and the Trust Collateral Agent 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
(ii) within 120 one hundred twenty (120) days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 23 contracts
Samples: Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2021-3), Sale and Servicing Agreement (GM Financial Consumer Automobile Receivables Trust 2021-3), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2021-2)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuing Entity and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, would or could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 applicable provisions of the UCC, unless it UCC and shall have given give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof no later than 10 days after the effective date thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice within 15 days after (and, in any case, no later than 10 days after the effective date thereof) of any relocation of its principal executive office or jurisdiction its “location” as defined in Section 9-307 of organization the UCC and if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and its “location” (ii) its principal executive office as defined in Section 9-307 of the UCC), within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to Deutsche Bank Trust Company Americas, as Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall may 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 or sold purchased by the Servicer, or otherwise transferred to the Servicer or CNHCA pursuant to this AgreementSection 4.3 hereof.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. From and after the date of this Agreement, the Servicer will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Receivables (other than Reacquired Receivables).
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(k) [Reserved].
Appears in 22 contracts
Samples: Sale and Servicing Agreement (CNH Equipment Trust 2014-A), Sale and Servicing Agreement (CNH Equipment Trust 2014-A), Sale and Servicing Agreement (CNH Equipment Trust 2013-D)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Backup Servicer, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee Trustee, the Backup Servicer or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Backup Servicer, the Owner Trustee and the Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-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 Trust and the Trust Collateral Agent 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 (i1) or (ii2) 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 20 contracts
Samples: Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2012-1), Sale and Servicing Agreement (General Motors Financial Company, Inc.), Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2011-5)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent and the Trustee at least five (5) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 sixty (60) days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, 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 Trust and the Trust Collateral Agent 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
(ii) within 120 one hundred twenty (120) days after the beginning of each calendar year, beginning with the first calendar year beginning more than six (6) months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 13 contracts
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2024-1), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2024-1), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2023-2)
Protection of Title to Trust. (a) The Seller Depositor shall authorize or execute and file such financing statements or amendments to financing statements and cause to be executed authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the interests of Issuing Entity under this Agreement and the Trust Collateral Agent Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Trust Collateral Agent Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer The Depositor shall not change its State of formation or 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Owner Trustee at least five days’ sixty (60) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of The Depositor shall give the Seller Indenture Trustee and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of organization formation if, as a result of such relocationrelocation or change of jurisdiction, 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 maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(f) If at any time the Seller or the Servicer shall propose Depositor proposes to sell, grant a security interest in in, or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer.
(ge) Upon requestTo the extent required by law, the Servicer Depositor shall furnish to cause the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee Notes and the Trustee:
(i) promptly after Certificates to be registered with the execution and delivery of the Agreement and, if required Commission pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A12(b) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest or Section 12(g) of the Trust and Exchange Act within the Trust Collateral Agent time periods specified 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 interestsections.
Appears in 12 contracts
Samples: Trust Sale Agreement (Ally Auto Receivables Trust 2012-4), Trust Sale Agreement (Ally Auto Receivables Trust 2012-4), Trust Sale Agreement (Ally Auto Receivables Trust 2012-3)
Protection of Title to Trust. (a) The Seller Depositor shall execute authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be executed authorized or prepared, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the interests of Issuing Entity under this Agreement and the Trust Collateral Agent Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Trust Collateral Agent Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer The Depositor shall not change its State of organization or 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Owner Trustee at least five days’ sixty (60) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of The Depositor shall give the Seller Indenture Trustee and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of organization formation if, as a result of such relocationrelocation or change of jurisdiction, 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 maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(f) If at any time the Seller or the Servicer shall propose Depositor proposes to sell, grant a security interest in or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer.
(ge) Upon requestTo the extent required by law, the Servicer Depositor shall furnish to cause the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee Notes and the Trustee:
(i) promptly after Certificates to be registered with the execution and delivery of the Agreement and, if required Commission pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A12(b) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest or Section 12(g) of the Trust and Exchange Act within the Trust Collateral Agent time periods specified 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 interestSections.
Appears in 12 contracts
Samples: Trust Sale Agreement (Ally Auto Receivables Trust 2024-2), Trust Sale Agreement (Ally Auto Receivables Trust 2024-2), Trust Sale Agreement (Ally Auto Receivables Trust 2024-1)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Insurer, the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 9-506 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee, the Trust Collateral Agent and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentInsurer, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Insurer, the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Insurer, the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Insurer, the Owner Trustee and the Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the Insurer, 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 Trust and the Trust Collateral Agent 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
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-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 Trust and the Trust Collateral Agent 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 (i1) or (ii2) 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 12 contracts
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee, the Indenture Trustee or and, to the Trusteeextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2025), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause clauses (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 10 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-4), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-3)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuing Entity and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, would or could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 applicable provisions of the UCC, unless it UCC and shall have given give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof no later than 10 days after the effective date thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice within 15 days after (and, in any case, no later than 10 days after the effective date thereof) of any relocation of its principal executive office or jurisdiction its “location” as defined in Section 9-307 of organization the UCC and if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and its “location” (ii) its principal executive office as defined in Section 9-307 of the UCC), within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to Deutsche Bank Trust Company Americas, as Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall may 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 or sold purchased by the Servicer, or otherwise transferred to the Servicer or CNHICA pursuant to this AgreementSection 4.3 hereof.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. From and after the date of this Agreement, the Servicer will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Receivables (other than Reacquired Receivables).
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(k) [Reserved].
Appears in 10 contracts
Samples: Sale and Servicing Agreement (CNH Equipment Trust 2017-B), Sale and Servicing Agreement (CNH Equipment Trust 2017-B), Sale and Servicing Agreement (CNH Equipment Trust 2016-B)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee, on behalf of the Holders, in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 15 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2024, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee, on behalf of the Holders, 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 shall be necessary to preserve and protect such interest.
Appears in 10 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2023-D), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2023-D), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2023-C)
Protection of Title to Trust. (a) The Seller Depositor shall execute authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be executed authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the interests of Issuing Entity under this Agreement and the Trust Collateral Agent Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Trust Collateral Agent Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer The Depositor shall not change its State of organization or 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Owner Trustee at least five days’ sixty (60) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of The Depositor shall give the Seller Indenture Trustee and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of organization formation if, as a result of such relocationrelocation or change of jurisdiction, 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 maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(f) If at any time the Seller or the Servicer shall propose Depositor proposes to sell, grant a security interest in or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer.
(ge) Upon requestTo the extent required by law, the Servicer Depositor shall furnish to cause the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee Notes and the Trustee:
(i) promptly after Certificates to be registered with the execution and delivery of the Agreement and, if required Commission pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A12(b) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest or Section 12(g) of the Trust and Exchange Act within the Trust Collateral Agent time periods specified 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 interestsections.
Appears in 10 contracts
Samples: Trust Sale Agreement (Ally Auto Receivables Trust 2016-2), Trust Sale Agreement (Ally Auto Receivables Trust 2016-2), Trust Sale Agreement (Ally Auto Assets LLC)
Protection of Title to Trust. (a) The 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 Holding Trust Collateral Agent in the Receivables and in the proceeds thereofthereof and the interests of the Issuer and the Indenture Trustee in the rights thereto. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-Indenture Trustee file- stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the initial 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) 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 Seller or the initial Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentIndenture Trustee, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Holding Trust in the Receivables and the Trust Collateral Agent interests of the Issuer and the Indenture Trustee in the Receivablesrights thereto, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Backup Servicer and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 IssuerIssuer (and subsequent contribution to the Holding Trust), the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Holding Trust in such Receivable and that such Receivable is owned by the Holding Trust. Indication of the Holding Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Holding Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee Trustee, the Backup 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 Holding Trust, 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 Holding Trust.
(h) The initial Servicer shall deliver to the Backup Servicer, the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Holding Trust in the Receivables and the Trust Collateral Agent interests of the Issuer and the Indenture Trustee in the Receivablesrights thereto, 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
(ii2) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Holding Trust in the Receivables and the Trust Collateral Agent interests of the Issuer and the Indenture Trustee in the Receivablesrights thereto, 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 (i1) or (ii2) 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. For the avoidance of doubt, the cost of any such Opinion of Counsel shall not be borne by the successor Servicer.
Appears in 10 contracts
Samples: Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2024-5), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2024-5), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2024-4)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee, on behalf of the Holders, in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 15 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2025, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee, on behalf of the Holders, 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 shall be necessary to preserve and protect such interest.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2024-C), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2024-C), Sale and Servicing Agreement (World Omni Select Auto Trust 2024-A)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee, the Indenture Trustee or and, to the Trusteeextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2023), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause clauses (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee, the Indenture Trustee or and, to the Trusteeextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2020), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause clauses (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee, the Indenture Trustee or and, to the Trusteeextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2018), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause clauses (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The Seller Depositor shall execute authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be executed authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the interests of Issuing Entity under this Agreement and the Trust Collateral Agent Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Trust Collateral Agent Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer The Depositor shall not change its State of organization or 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Owner Trustee at least five days’ sixty (60) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of The Depositor shall give the Seller Indenture Trustee and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of organization formation if, as a result of such relocationrelocation or change of jurisdiction, 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 maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(f) If at any time the Seller or the Servicer shall propose Depositor proposes to sell, grant a security interest in in, or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer.
(ge) Upon requestTo the extent required by law, the Servicer Depositor shall furnish to cause the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee Notes and the Trustee:
(i) promptly after Certificates to be registered with the execution and delivery of the Agreement and, if required Commission pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A12(b) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest or Section 12(g) of the Trust and Exchange Act within the Trust Collateral Agent time periods specified 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 interestsections.
Appears in 8 contracts
Samples: Trust Sale Agreement (Ally Auto Assets LLC), Trust Sale Agreement (Ally Auto Receivables Trust 2014-3), Trust Sale Agreement (Ally Auto Receivables Trust 2014-2)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee, the Indenture Trustee or and, to the Trusteeextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2021), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause clauses (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee, the Indenture Trustee or and, to the Trusteeextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2019), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause clauses (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee, on behalf of the Holders, in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2022, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee, on behalf of the Holders, 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 shall be necessary to preserve and protect such interest.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2021-D), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2021-D), Sale and Servicing Agreement (World Omni Select Auto Trust 2021-A)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2020, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2019-C), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2019-C), Sale and Servicing Agreement (World Omni Auto Receivables LLC)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee, the Indenture Trustee or and, to the Trusteeextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2024), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause clauses (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (CarMax Auto Owner Trust 2023-3)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2019, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Owner Trustee, the Indenture Trustee or and, to the Trusteeextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2022), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause clauses (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2021, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 8 contracts
Samples: Sale and Servicing Agreement (World Omni Select Auto Trust 2020-A), Sale and Servicing Agreement (World Omni Select Auto Trust 2020-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2020-C)
Protection of Title to Trust. (a) The Seller or Servicer or both shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust Collateral Agent Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 9-506 506(a) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentIssuer, the Owner Trustee and the Trustee stating either (iA) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee at least 60 days’ prior written notice of any relocation of change in its principal executive office or jurisdiction of organization if, as a result of such relocationchange, 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 maintain (i) each office from which it shall service Receivables within the United States its jurisdiction of America or Canada, and (ii) its principal executive office organization within the United States of America. Each of the Seller and Servicer shall at all times be organized solely under the laws of one State.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreementrepurchased.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) The Servicer shall permit the Trustee, the Backup Servicer, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the TrustOwner Trust Estate, 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 TrustOwner Trust Estate.
(hi) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) if required pursuant to Section 13.1, promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, waiver or consent, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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
(ii) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (i) or (ii) 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 7 contracts
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Protection of Title to Trust. (a) The Seller CRB, as initial Servicer, shall execute and file such financing statements and cause to be executed and filed such continuation statements, or take such other actions all in such a manner and in such places as may be required by law Applicable Law or as shall be necessary to fully to preserve, maintain and protect the interest of the Issuer and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Collateral and in the proceeds thereof. The Seller Issuer hereby authorizes the filing of financing statements describing as the collateral covered thereby “all assets of the debtor, including all personal property of the debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Conveyed Assets described in this Agreement. All financing statements filed or to be filed against in connection with this Agreement describing the Collateral shall contain a statement to the following effect: “A purchase of, or grant of a security interest in, any of the collateral covered by this financing statement will violate the rights of the secured party.” The Servicer shall deliver (or cause to be delivered) delivered to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor, Seller, nor the Servicer shall change its name, identity or limited liability company or corporate structure structure, as applicable, 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 under Section 9-506 or 9-507 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least forty-five (45) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor, the Issuer and the Servicer CRB shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 daysthirty (30) Business Days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables Receivables, and its principal executive office, within the United States (other than the State of America or Canada, and (ii) its principal executive office within the United States of AmericaLouisiana).
(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 each 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) to each such Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable.
(e) The Each of the Servicer and the Depositor shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuerunder this Agreement, the Servicer’s its master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and be coded to reflect that such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the TrustIndenture Trustee for the Issuer. Indication of the Trust’s interest in such inclusion of a Receivable in the portfolio shall be deleted from or modified on the Servicer’s its computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementreallocated, as the case may be.
(f) If at any time the Seller Depositor or the Servicer CRB shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract or installment loan to any prospective purchaser, lender or other transferee, the Servicer shall give to and provides such prospective purchaser, lender or other transferee transferee, if any, any computer tapes, records or printouts (including any restored from backup archives) that, if they shall that refer in any manner whatsoever to any Receivable, such computer tapes, records or printouts (including any restored from backup archives) shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee, the Owner Trustee and their agents and accountants upon reasonable notice and in a reasonable manner at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five (5) Business Days, a list of all Receivables (by contract Contract number and name of Obligor) then held as part of the TrustIssuer, together with a reconciliation of such list to the Schedule of Receivables and furnished prior to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables Conveyed Assets from the Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 7 contracts
Samples: Sale and Servicing Agreement, Sale and Servicing Agreement (California Republic Auto Receivables Trust 2015-2), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2015-1)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee, on behalf of the Holders, in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 15 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2023, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee, on behalf of the Holders, 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 shall be necessary to preserve and protect such interest.
Appears in 6 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2022-D), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2022-C), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2022-B)
Protection of Title to Trust. (a) The Seller Depositor shall authorize or execute and file such financing statements or amendments to financing statements and cause to be executed authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the interests of Issuing Entity under this Agreement and the Trust Collateral Agent Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Trust Collateral Agent Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer The Depositor shall not change its State of formation or 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Owner Trustee at least five days’ sixty (60) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of The Depositor shall give the Seller Indenture Trustee and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of organization formation if, as a result of such relocationrelocation or change of jurisdiction, 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 maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(f) If at any time the Seller or the Servicer shall propose Depositor proposes to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer.
(ge) Upon requestTo the extent required by law, the Servicer Depositor shall furnish to cause the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee Notes and the Trustee:
(i) promptly after Certificates to be registered with the execution and delivery of the Agreement and, if required Commission pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A12(b) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest or Section 12(g) of the Trust and Exchange Act within the Trust Collateral Agent time periods specified 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 interestsections.
Appears in 6 contracts
Samples: Trust Sale Agreement (Ally Auto Receivables Trust 2011-3), Trust Sale Agreement (Ally Auto Receivables Trust 2011-3), Trust Sale Agreement (Ally Auto Receivables Trust 2011-2)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Insurer, the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Insurer, the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentInsurer, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Insurer, the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Insurer, the Owner Trustee Trustee, the Backup Servicer or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Insurer, the Backup Servicer, the Owner Trustee and the Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the Insurer, 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 Trust and the Trust Collateral Agent 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
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-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 Trust and the Trust Collateral Agent 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 (i1) or (ii2) 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 6 contracts
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2010-B), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2010-A), Sale and Servicing Agreement (AFS SenSub Corp.)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 ss. 9-506 402(7) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Standard Receivable or Fixed Value 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 Standard Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Collection Deposit Account in respect of such Standard Receivable or Fixed Value Receivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Standard Receivables to and the IssuerFixed Value Receivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Standard Receivable or Fixed Value Receivable shall indicate clearly the interest of the Trust Issuer and the Indenture Trustee in such Standard Receivable or Fixed Value Receivable and that such Standard Receivable or Fixed Value Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee. Indication of the Trust’s Issuer's and the Indenture Trustee's interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Standard Receivable or Fixed Value Receivable, shall indicate clearly that such Standard Receivable or Fixed Value Receivable has been sold and is owned by the TrustIssuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Standard Receivable or Fixed Value Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment hereto, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, 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 Trust Owner Trustee and the Trust Collateral Agent 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
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-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 Trust Owner Trustee and the Trust Collateral Agent 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 (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 6 contracts
Samples: Sale and Servicing Agreement (Chrysler Financial Co LLC Premier Auto Trust 1999-3), Sale and Servicing Agreement (Daimlerchrysler Auto Trust 2001-A), Sale and Servicing Agreement (Chrysler Financial Co LLC)
Protection of Title to Trust. (a) The 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 Trust and the interests of the Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Insurer, the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Insurer, the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentInsurer, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Insurer, the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 IssuerTrust, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreementrepurchased.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Insurer, the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer UACC shall deliver to the Insurer, the Backup Servicer, the Owner Trustee and the Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the Insurer, 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 Trust and the Trust Collateral Agent 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
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-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 Trust and the Trust Collateral Agent 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 (i1) or (ii2) 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 5 contracts
Samples: Sale and Servicing Agreement (UPFC Auto Receivables Trust 2007-A), Sale and Servicing Agreement (UPFC Auto Receivables Corp.), Sale and Servicing Agreement (UPFC Auto Receivables Corp.)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Backup Servicer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner TrusteeBackup Servicer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner TrusteeBackup Servicer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Backup Servicer, the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Backup Servicer, the Owner Trustee or to and the Indenture Trustee, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Backup Servicer, the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2011), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 5 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2011-3), Sale and Servicing Agreement (CarMax Auto Owner Trust 2011-2), Sale and Servicing Agreement (CarMax Auto Owner Trust 2011-1)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2013, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2012-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2012-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2012-A)
Protection of Title to Trust. (a) The Seller or Servicer or both shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust Collateral Agent Indenture Trustee in the Receivables Collateral and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 9-506 506(a) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentIssuer, the Owner Trustee and the Indenture Trustee stating either (iA) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent Indenture Trustee in the ReceivablesGrantor Trust Certificate, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of change in its principal executive office or jurisdiction of organization if, as a result of such relocationchange, 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 maintain (i) each office from which it shall service Receivables within the United States its jurisdiction of America or Canada, and (ii) its principal executive office organization within the United States of America. Each of the Seller and Servicer shall at all times be organized solely under the laws of one State.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreementrepurchased.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) The Servicer shall permit the Indenture Trustee, the Backup Servicer, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 TrustOwner Trust Estate, 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 TrustOwner Trust Estate.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i) if required pursuant to Section 13.1, promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, waiver or consent, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent Indenture Trustee in the ReceivablesGrantor Trust Certificate, 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
(ii) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent Indenture Trustee in the ReceivablesGrantor Trust Certificate, 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 (i) or (ii) 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 4 contracts
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2016, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2015-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2015-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2015-A)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law to fully to preserve, maintain and protect the interest of the Issuer Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to [the Backup Servicer,] the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given [the Backup Servicer,] the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give [the Backup Servicer,] the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit [the Backup Servicer,] the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to [the Backup Servicer,] the Owner Trustee, the Indenture Trustee or and, to the Trusteeextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Owner Trustee Depositor and the Depositor shall deliver to [the Backup Servicer,] the Owner Trustee[, the Swap Counterparty] and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date20[__]), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause clauses (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Backup Servicer, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee Trustee, the Backup Servicer or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Backup Servicer, the Owner Trustee and the Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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
(ii2) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i1) or (ii2) 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 4 contracts
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2012-3), Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2012-3), Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2012-2)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Backup Servicer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph Section (a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner TrusteeBackup Servicer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner TrusteeBackup Servicer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Backup Servicer, the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Backup Servicer, the Owner Trustee or to and the Indenture Trustee, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Backup Servicer, the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2014), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2013-4), Sale and Servicing Agreement (CarMax Auto Owner Trust 2013-3), Sale and Servicing Agreement (CarMax Auto Owner Trust 2013-2)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2015, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2014-A)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2018, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2017-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2017-A)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuing Entity and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, would or could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 applicable provisions of the UCC, unless it UCC and shall have given give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof no later than 10 days after the effective date thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice within 15 days after (and, in any case, no later than 10 days after the effective date thereof) of any relocation of its principal executive office or jurisdiction its “location” as defined in Section 9-307 of organization the UCC and if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and its “location” (ii) its principal executive office as defined in Section 9-307 of the UCC), within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall may 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 or sold purchased by the Servicer, or otherwise transferred to the Servicer or CNHCA pursuant to this AgreementSection 4.3 hereof.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. From and after the date of this Agreement, the Servicer will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Receivables (other than Reacquired Receivables).
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(k) If the Backup Servicer is acting as the Successor Servicer, it shall be reimbursed pursuant to Section 5.6(b)(xi) for any costs incurred by it in performing its duties pursuant to this Section.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (CNH Equipment Trust 2010-C), Sale and Servicing Agreement (CNH Equipment Trust 2010-B), Sale and Servicing Agreement (CNH Equipment Trust 2010-A)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Insurer, the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Insurer, the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentInsurer, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Insurer, the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreementrepurchased.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Insurer, the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer UACC shall deliver to the Insurer, the Backup Servicer, the Owner Trustee and the Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the Insurer, 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 Trust and the Trust Collateral Agent 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
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-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 Trust and the Trust Collateral Agent 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 (i1) or (ii2) 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 4 contracts
Samples: Sale and Servicing Agreement (United Pan Am Financial Corp), Sale and Servicing Agreement (UPFC Auto Receivables Trust 2005-B), Sale and Servicing Agreement (UPFC Auto Receivables Trust 2004-A)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 ss. 9-506 402(7) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or change in the jurisdiction of organization in which it is organized if, as a result of such relocationchange, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Standard Receivable or Fixed Value 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 Standard Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Collection Deposit Account in respect of such Standard Receivable or Fixed Value Receivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Standard Receivables to and the IssuerFixed Value Receivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Standard Receivable or Fixed Value Receivable shall indicate clearly the interest of the Trust Issuer and the Indenture Trustee in such Standard Receivable or Fixed Value Receivable and that such Standard Receivable or Fixed Value Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee. Indication of the Trust’s Issuer's and the Indenture Trustee's interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Standard Receivable or Fixed Value Receivable, shall indicate clearly that such Standard Receivable or Fixed Value Receivable has been sold and is owned by the TrustIssuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Standard Receivable or Fixed Value Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment hereto, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, 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 Trust Owner Trustee and the Trust Collateral Agent 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
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-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 Trust Owner Trustee and the Trust Collateral Agent 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 (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Daimlerchrysler Services North America LLC), Sale and Servicing Agreement (Daimlerchrysler Auto Trust 2002 A), Sale and Servicing Agreement (Daimlerchrysler Services North America LLC)
Protection of Title to Trust. (a) The 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 Holding Trust Collateral Agent in the Receivables and in the proceeds thereofthereof and the interests of the Issuer and the Indenture Trustee in the rights thereto. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the initial 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Backup Servicer 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 Seller or the initial Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentIndenture Trustee, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Holding Trust in the Receivables and the Trust Collateral Agent interests of the Issuer and the Indenture Trustee in the Receivablesrights thereto, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Backup Servicer and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 IssuerIssuer (and subsequent contribution to the Holding Trust), the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Holding Trust in such Receivable and that such Receivable is owned by the Holding Trust. Indication of the Holding Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Holding Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee Trustee, the Backup 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 Holding Trust, 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 Holding Trust.
(h) The initial Servicer shall deliver to the Backup Servicer, the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Holding Trust in the Receivables and the Trust Collateral Agent interests of the Issuer and the Indenture Trustee in the Receivablesrights thereto, 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
(ii2) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Holding Trust in the Receivables and the Trust Collateral Agent interests of the Issuer and the Indenture Trustee in the Receivablesrights thereto, 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 (i1) or (ii2) 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. For the avoidance of doubt, the cost of any such Opinion of Counsel shall not be borne by the successor Servicer.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2021-2), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2021-2), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2020-3)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2014, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2013-A)
Protection of Title to Trust. (a) The Seller Depositor shall execute authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be executed authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the interests of Issuing Entity under this Agreement and the Trust Collateral Agent Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Trust Collateral Agent Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer The Depositor shall not change its State of formation or 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Owner Trustee at least five days’ sixty (60) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of The Depositor shall give the Seller Indenture Trustee and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of organization formation if, as a result of such relocationrelocation or change of jurisdiction, 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 maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(f) If at any time the Seller or the Servicer shall propose Depositor proposes to sell, grant a security interest in in, or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer.
(ge) Upon requestTo the extent required by law, the Servicer Depositor shall furnish to cause the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee Notes and the Trustee:
(i) promptly after Certificates to be registered with the execution and delivery of the Agreement and, if required Commission pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A12(b) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest or Section 12(g) of the Trust and Exchange Act within the Trust Collateral Agent time periods specified 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 interestsections.
Appears in 4 contracts
Samples: Trust Sale Agreement (Ally Auto Receivables Trust 2013-1), Trust Sale Agreement (Ally Auto Receivables Trust 2013-1), Trust Sale Agreement (Ally Auto Receivables Trust 2012-5)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 20[___], an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables LLC)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2012, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA) or (iiB) 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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2011-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2011-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2011-A)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2017, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2016-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2016-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2016-A)
Protection of Title to Trust. (a) The Seller or Servicer or both shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust Collateral Agent Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Note Insurer, the Owner Trustee and the Trust Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 9-506 506(a) of the UCC, unless it shall have given the Owner TrusteeNote Insurer, the Trust Collateral Agent Owner Trustee and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel to the Issuer, the Owner Trustee, the Trustee and the Note Insurer, in form and substance reasonably satisfactory to the Trust Collateral AgentNote Insurer, stating either (iA) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner TrusteeNote Insurer, the Trust Collateral Agent Owner Trustee and the Trustee at least 60 days’ ' prior written notice of any relocation of change in its principal executive office or jurisdiction of organization if, as a result of such relocationchange, 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 maintain (i) each office from which it shall service Receivables within the United States its jurisdiction of America or Canada, and (ii) its principal executive office organization within the United States of America.
(d) The . Each of the Seller and Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) at all times be organized solely under the reader thereof to know at any time the status laws 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 Receivableone State.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 4 contracts
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Protection of Title to Trust. (a) The Seller shall execute file (and file if required, authorize) such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer shall change its name, identity or identity, corporate structure or jurisdiction of organization 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 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate new financing statements and/or amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ days prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementstatements as the case may be. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office jurisdiction of organization, within the United States of America.
(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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’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 full, purchased or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, 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 Trust Owner Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cut-off Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) 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 Trust Owner Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificate and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12 (g) of the Exchange Act within the time periods specified in such sections.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (John Deere Owner Trust 2009), Sale and Servicing Agreement (John Deere Owner Trust 2008), Sale and Servicing Agreement (John Deere Owner Trust 2007)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuing Entity and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, would or could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 applicable provisions of the UCC, unless it UCC and shall have given give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof no later than 10 days after the effective date thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice within 15 days after (and, in any case, no later than 10 days after the effective date thereof) of any relocation of its principal executive office or jurisdiction its “location” as defined in Section 9-307 of organization the UCC and if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and its “location” (ii) its principal executive office as defined in Section 9-307 of the UCC), within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to The Bank of New York Trust Company, N.A., as Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall may 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 or sold purchased by the Servicer, or otherwise transferred to the Servicer or CNHCA pursuant to this AgreementSection 4.3 hereof.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. From and after the date of this Agreement, the Servicer will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Receivables (other than Reacquired Receivables).
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(k) If the Backup Servicer is acting as the Successor Servicer, it shall be reimbursed pursuant to Section 5.6(b)(xi) for any costs incurred by it in performing its duties pursuant to this Section.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (CNH Equipment Trust 2008-A), Sale and Servicing Agreement (CNH Capital Receivables LLC), Sale and Servicing Agreement (CNH Capital Receivables LLC)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuing Entity and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, would or could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 applicable provisions of the UCC, unless it UCC and shall have given give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof no later than 10 days after the effective date thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice within 15 days after (and, in any case, no later than 10 days after the effective date thereof) of any relocation of its principal executive office or jurisdiction its “location” as defined in Section 9-307 of organization the UCC and if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and its “location” (ii) its principal executive office as defined in Section 9-307 of the UCC), within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to [Deutsche Bank Trust Company Americas], as Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall may 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 or sold purchased by the Servicer, or otherwise transferred to the Servicer or CNHICA pursuant to this AgreementSection 4.3 hereof.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. From and after the date of this Agreement, the Servicer will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Receivables (other than Reacquired Receivables).
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(iiB) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing [Initial] Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (CNH Capital Receivables LLC), Sale and Servicing Agreement (CNH Capital Receivables LLC), Sale and Servicing Agreement (CNH Capital Receivables LLC)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. It is understood and agreed, however, that no filings will be made to perfect any security interest of the Issuer or the Indenture Trustee in the Seller's interests in True Lease Equipment. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor 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 applicable provisions of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuer and has been pledged to Xxxxxx, as Indenture Trustee. Indication of the Trust’s Issuer's and the Indenture Trustee's interest in a Receivable shall may be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment hereto, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (CNH Capital Receivables Inc), Sale and Servicing Agreement (CNH Receivables Inc), Sale and Servicing Agreement (Case Receivables Ii Inc)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Backup Servicer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner TrusteeBackup Servicer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner TrusteeBackup Servicer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Backup Servicer, the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Backup Servicer, the Owner Trustee or to and the Indenture Trustee, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Backup Servicer, the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2010), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2010-1), Sale and Servicing Agreement (CarMax Auto Owner Trust 2009-1), Sale and Servicing Agreement (CarMax Auto Owner Trust 2009-2)
Protection of Title to Trust. (a) The Seller shall execute file (and file if required, authorize) such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer shall change its name, identity or identity, corporate structure or jurisdiction of organization 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 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate new financing statements and/or amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ days prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementstatements as the case may be. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office jurisdiction of organization, within the United States of America.
(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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’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 full, purchased or repurchased or sold pursuant to this Agreementrepurchased.
(f) In the event that (x) a successor Servicer is appointed to replace JDCC as Servicer pursuant to Section 8.02 and (y) the technology system or software of such successor Servicer used to originate electronic contracts and record information related thereto is not compatible with such system or software utilized by JDCC as the Servicer, then, unless otherwise instructed by the Indenture Trustee, with respect to each Receivable constituting “electronic chattel paper” as defined in Section 9-102(a)(31) of the UCC, an authorized representative of JDCC shall use commercially reasonable efforts to convert the “authoritative copy” within the meaning of Section 9-105 of the UCC of such Receivable into tangible form by permanently removing such authoritative copy from the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original”. Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the possession of the successor Servicer in accordance with the terms of Section 8.01.
(g) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(gh) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(i) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hj) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, 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 Trust Owner Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cut-off Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) 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 Trust Owner Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(k) The Seller shall, to the extent required by applicable law, cause the Certificate and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12 (g) of the Exchange Act within the time periods specified in such sections.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (John Deere Owner Trust 2012-B), Sale and Servicing Agreement (John Deere Owner Trust 2012), Sale and Servicing Agreement (John Deere Owner Trust 2011)
Protection of Title to Trust. (a) The 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 maintain, and protect the interest of the Issuer and the interests of the Trust Collateral Agent under this Agreement in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 402(7) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five 60 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and (in which case the Servicer shall promptly file any or cause to be filed such amendment or continuation statement or new financing statement). The Owner Trustee and the Indenture Trustee shall be permitted to waive the 60 day notice period to any shorter period; provided that such UCC financing statements or amendments have been filed on or before the effective date of any such waiver. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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 IssuerOwner Trustee, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly with reference to the interest of the Trust in such Receivable and particular trust that such Receivable is owned by the TrustOwner Trustee. Indication of the Trust’s interest in Owner Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) The Servicer shall permit the Owner Trustee and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to and 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counselcounsel, 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 Trust Owner Trustee in the Receivables and reciting the Trust Collateral Agent details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, 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 Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 3 contracts
Samples: Trust and Servicing Agreement (Uacsc Auto Trusts Uacsc 1999-C Owner Trust Auto Rec Bac Note), Trust and Servicing Agreement (Uacsc Auto Trusts), Trust and Servicing Agreement (Uacsc Auto Trusts Uacsc 1999-D Owner Trust Auto Rec Bac Note)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and Triad will cause to be executed and filed such financing statements and 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 Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the Other Conveyed Property and in the proceeds thereof. The Seller shall Triad will deliver (or cause to be delivered) to the Insurer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall will change its name, identity or identity, corporate structure in or jurisdiction of formation or take any manner action that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (aSection 12.2(a) above seriously misleading within ineffective to continue the meaning of 9-506 first priority perfected security interest in that portion of the UCC, unless it shall have given Trust Property in which a security interest may be perfected by filing under the Owner Trusteeapplicable Uniform Commercial Code. If any refiling is required, the Trust Collateral Agent Depositor or Servicer, as the case may be, will promptly give notice and the Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed file new financing statements or amendments thereto or continuation statementsstatements thereof. Promptly upon such filing, the Seller Depositor or the Servicer, as the case may be, shall will deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentInsurer, stating 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 Trust and the Trust Collateral Agent Indenture Trustee in the ReceivablesReceivables and Other Conveyed Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (ii) no such action shall will be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall will at all times maintain (i) each office from which it shall will service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(d) The Servicer shall will 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 will 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 will indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s interest in a Receivable shall will be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall will have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose proposes to sell, grant a security interest in or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall will 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustTrust unless such Receivable has been paid in full or repurchased.
(g) Upon request, the Servicer shall will furnish to the Insurer, the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall will deliver to the Insurer, the Owner Trustee and the Trustee:
(i) Indenture Trustee promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, in form and substance reasonably satisfactory to the Insurer, either (Ai) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent Indenture Trustee in the ReceivablesReceivables 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, given or (Bii) no such action shall be necessary to preserve and protect such interest; and
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 will be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause this paragraph (ih) or (ii) above shall will 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 3 contracts
Samples: Sale and Servicing Agreement (Triad Financial Special Purpose LLC), Sale and Servicing Agreement (Triad Financial Special Purpose LLC), Sale and Servicing Agreement (Triad Financial Special Purpose LLC)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2008, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA) or (iiB) 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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2007-A), Sale and Servicing Agreement (World Omni Auto Receivables LLC), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2007-A)
Protection of Title to Trust. (a) The Seller shall execute file (and file if required, authorize) such financing statements and cause to be executed authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer shall change its name, identity or identity, corporate structure or jurisdiction of organization 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 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate new financing statements and/or amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ days prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementstatements as the case may be. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office jurisdiction of organization, within the United States of America.
(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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’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 full, purchased or repurchased or sold pursuant to this Agreementrepurchased.
(f) In the event that (x) a successor Servicer is appointed to replace JDCC as Servicer pursuant to Section 8.02 and (y) the technology system or software of such successor Servicer used to originate electronic contracts and record information related thereto is not compatible with such system or software utilized by JDCC as the Servicer, then, unless otherwise instructed by the Indenture Trustee, with respect to each Receivable constituting “electronic chattel paper” as defined in Section 9-102(a)(31) of the UCC, an authorized representative of JDCC shall use commercially reasonable efforts to convert the “authoritative copy” within the meaning of Section 9-105 of the UCC of such Receivable into tangible form by permanently removing such authoritative copy from the JDCC System and causing a contract in tangible form to be printed as the tangible authoritative copy. Such tangible authoritative copy shall include a legend identifying such authoritative copy as the “original”. Upon such conversion into tangible chattel paper, such Receivable shall be transferred and delivered to the possession of the successor Servicer in accordance with the terms of Section 8.01.
(g) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(gh) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(i) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hj) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, 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 Trust Owner Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cut-off Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) 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 Trust Owner Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(k) The Seller shall, to the extent required by applicable law, cause the Certificate and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (John Deere Owner Trust 2013-B), Sale and Servicing Agreement (John Deere Owner Trust 2013), Sale and Servicing Agreement (John Deere Receivables, Inc.)
Protection of Title to Trust. (a) The Seller or Servicer or both 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 Trust Collateral Agent Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Note Insurer, the Owner Trustee and the Trust Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 section 9-506 402(7) of the UCC, unless it shall have given the Owner TrusteeNote Insurer, the Trust Collateral Agent Owner Trustee and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentNote Insurer, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner TrusteeNote Insurer, the Trust Collateral Agent Owner Trustee and the Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a; a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(d) The Servicer 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 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) The Servicer shall permit the Trustee, the Standby Servicer and the Note Insurer and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable.
(h) Upon request, the Servicer shall furnish to the Note Insurer, the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(hi) The Servicer shall deliver to the Note Insurer, the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.113.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, in form and substance reasonably satisfactory to the Note Insurer, 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 Trust and the Trust Collateral Agent 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
(ii) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 3 contracts
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc), Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2010, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA) or (iiB) 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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2010-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2010-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2009-A)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. It is understood and agreed, however, that no filings will be made to perfect any security interest of the Issuer or the Indenture Trustee in the Seller's interests in True Lease Equipment. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor 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 applicable provisions of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuer and has been pledged to Bank One, as Indenture Trustee. Indication of the Trust’s Issuer's and the Indenture Trustee's interest in a Receivable shall may be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment hereto, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CNH Capital Receivables Inc), Sale and Servicing Agreement (CNH Capital Receivables Inc)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Section 9-506 402(7) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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 IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a any Receivable shall indicate clearly the interest of the Trust Issuer, the Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee. Indication of the Trust’s interest these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuer and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 TrustOwner Trust Estate, 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 TrustOwner Trust Estate.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.110.01, of each amendmentamendment hereto, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, 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 Trust Owner Trustee and the Trust Collateral Agent 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, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing first Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-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 Trust Owner Trustee and the Trust Collateral Agent 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 (i) or (ii) 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 2 contracts
Samples: Sale and Servicing Agreement (Toyota Motor Credit Receivables Corp), Sale and Servicing Agreement (Toyota Motor Credit Receivables Corp)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 ss. 9-506 402(7) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or change in the jurisdiction of organization in which it is organized if, as a result of such relocationchange, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Standard Receivable and each Fixed Value Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Standard Receivable or Fixed Value 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 Standard Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Collection Deposit Account in respect of such Standard Receivable or Fixed Value Receivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Standard Receivables to and the IssuerFixed Value Receivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Standard Receivable or Fixed Value Receivable shall indicate clearly the interest of the Trust Issuer and the Indenture Trustee in such Standard Receivable or Fixed Value Receivable and that such Standard Receivable or Fixed Value Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee. Indication of the Trust’s Issuer's and the Indenture Trustee's interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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.backup
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Daimlerchrysler Services North America LLC), Sale and Servicing Agreement (Daimlerchrysler Services North America LLC)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuing Entity and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, would or could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 applicable provisions of the UCC, unless it UCC and shall have given give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof no later than 10 days after the effective date thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice within 15 days after (and, in any case, no later than 10 days after the effective date thereof) of any relocation of its principal executive office or jurisdiction its “location” as defined in Section 9-307 of organization the UCC and if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and its “location” (ii) its principal executive office as defined in Section 9-307 of the UCC), within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall may 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 or sold purchased by the Servicer, or otherwise transferred to the Servicer or CNHCA pursuant to this AgreementSection 4.3 hereof.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. From and after the date of this Agreement, the Servicer will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Receivables (other than Reacquired Receivables).
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(k) If the Backup Servicer is acting as the Successor Servicer, it shall be reimbursed pursuant to Section 5.6(b)(xi) for any costs incurred by it in performing its duties pursuant to this Section.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CNH Equipment Trust 2009-B), Sale and Servicing Agreement (CNH Equipment Trust 2009-A)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2009, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA) or (iiB) 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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2008-B), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2008-A)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements and Triad will cause to be executed and filed such financing statements and 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 Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the Other Conveyed Property and in the proceeds thereof. The Seller shall Triad will deliver (or cause to be delivered) to the Insurer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall will change its name, identity or identity, corporate structure in or jurisdiction of formation or take any manner action that would, could or might make any financing statement or continuation statement filed in accordance with paragraph Section 12.2
(a) above seriously misleading within ineffective to continue the meaning of 9-506 first priority perfected security interest in that portion of the UCC, unless it shall have given Trust Property in which a security interest may be perfected by filing under the Owner Trusteeapplicable Uniform Commercial Code. If any refiling is required, the Trust Collateral Agent Depositor or Servicer, as the case may be, will promptly give notice and the Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed file new financing statements or amendments thereto or continuation statementsstatements thereof. Promptly upon such filing, the Seller Depositor or the Servicer, as the case may be, shall will deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentInsurer, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent Indenture Trustee in the ReceivablesReceivables and Other Conveyed Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall will be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall will at all times maintain (i) each office from which it shall will service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(d) The Servicer shall will 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 will 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 's master computer records (including any backup archives) that refer to a Receivable shall will indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s 's interest in a Receivable shall will be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall will have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose proposes to sell, grant a security interest in or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall will 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustTrust unless such Receivable has been paid in full or repurchased.
(g) Upon request, the Servicer shall will furnish to the Insurer, the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall will deliver to the Insurer, the Owner Trustee and the Trustee:
(i) Indenture Trustee promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, in form and substance reasonably satisfactory to the Insurer, 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 Trust and the Trust Collateral Agent Indenture Trustee in the ReceivablesReceivables 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; and
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 will be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause this paragraph (ih) or (ii) above shall will 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 2 contracts
Samples: Sale and Servicing Agreement (Triad Automobile Receivables Trust 2006-A), Sale and Servicing Agreement (Triad Financial Special Purpose LLC)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Backup Servicer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph Section (a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner TrusteeBackup Servicer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner TrusteeBackup Servicer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Backup Servicer, the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Backup Servicer, the Owner Trustee or to and the Indenture Trustee, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Backup Servicer, the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2013), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2012-3), Sale and Servicing Agreement (CarMax Auto Owner Trust 2012-2)
Protection of Title to Trust. (a) The Seller shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Backup Servicer, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee Trustee, the Backup Servicer or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Backup Servicer, the Owner Trustee and the Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (i1) or (ii2) 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 2 contracts
Samples: Sale and Servicing Agreement (AmeriCredit Automobile Receivables Trust 2006-1), Sale and Servicing Agreement (AFS Funding Trust)
Protection of Title to Trust. (a) The Seller Depositor or the Trust Administrator or both shall execute authorize and/or execute, as applicable, and file such financing statements and cause to be executed authorized and/or executed, as applicable, 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 CARAT 20 -SN Noteholders, the CARAT 20 -SN Certificateholders, the CARAT Indenture Trustee and the interests of CARAT Owner Trustee under this Agreement and the Trust Collateral Agent Second Step Secured Notes Assignment in the Receivables Second Step Purchased Property and in the proceeds thereof. The Seller Depositor or the Trust Administrator or both shall deliver (or cause to be delivered) to the Owner CARAT Indenture Trustee and the Trust Collateral Agent CARAT Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer Trust Administrator shall change its state of organization or 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 (aSection 9.02(a) above seriously misleading within the meaning of 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent CARAT Indenture Trustee and the CARAT Owner Trustee at least five days’ 60 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of the Seller Depositor and the Servicer Trust Administrator shall have an obligation to give the Owner Trustee, the Trust Collateral Agent CARAT Indenture Trustee and the CARAT Owner Trustee at least 60 days’ 30 days prior written notice of any relocation of its principal executive office or change of its jurisdiction of organization incorporation or formation if, as a result of such relocationrelocation or change of jurisdiction, 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 Trust Administrator shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, administers COLT 20 -SN Secured Notes and (ii) its principal executive office within the United States of America.
(d) The Servicer Trust Administrator shall maintain accounts and records as to each Receivable COLT 20 -SN Secured Note accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableCOLT 20 -SN Secured Note, 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 COLT 20 -SN Secured Note and the amounts from time to time deposited in the CARAT Collection Account in respect of such Receivableand Note Distribution Account.
(e) The Servicer Trust Administrator shall maintain its computer systems so that, from and after the time of sale under this Agreement and the Second Step Secured Notes Assignment of the Receivables to the IssuerCOLT 20 -SN Secured Notes, the ServicerTrust Administrator’s master computer records (including any backup back-up archives) that refer to a Receivable shall any COLT 20 -SN Secured Note indicate clearly that the interest of the Trust in such Receivable and that such Receivable COLT 20 -SN Secured Note is owned by the TrustIssuing Entity. Indication of the TrustIssuing Entity’s interest in ownership of a Receivable COLT 20 -SN Secured Note shall be deleted from or modified on the ServicerTrust Administrator’s computer systems when, and only when, the related Receivable shall have COLT 20 -SN Secured Note has been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Trust Administrator in accordance with the terms of the CARAT Basic Documents.
(f) In the event that Ally Financial shall change the jurisdiction in which it is incorporated or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of Ally Financial hereunder, Ally Financial shall comply fully with the obligations of Section 9.02(a).
(g) If at any time the Seller Depositor or the Servicer shall propose Trust Administrator proposes to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables secured notes to any prospective purchaser, lender or other transferee, the Servicer Trust Administrator and the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableCOLT 20 -SN Secured Note, shall indicate clearly that such Receivable COLT 20 -SN Secured Note has been sold and is owned by the TrustIssuing Entity unless such COLT 20 -SN Secured Note has been paid in full or repurchased by the Depositor or purchased by the Trust Administrator.
(gh) Upon requestThe Trust Administrator shall permit the CARAT Indenture Trustee and the CARAT Owner Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer Trust Administrator’s records regarding any CARAT 20 -SN Notes then or previously included in the Owner Trust Estate.
(i) The Trust Administrator shall furnish to the CARAT Indenture Trustee and the CARAT Owner Trustee or to the Trustee, within five Business Days, at any time upon request a list of all Receivables (by contract number and name of Obligor) COLT 20 -SN Secured Notes then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables Secured Notes and to each of the ServicerTrust Administrator’s Certificates Accountings furnished before such request indicating removal of Receivables COLT 20 -SN Secured Notes from the Trust. Upon request, the Trust Administrator shall furnish a copy of any such list to the Seller. The CARAT Indenture Trustee, the CARAT Owner Trustee and the Seller shall hold any such list and the Schedule of Secured Notes for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.
(hj) The Servicer Trust Administrator shall deliver to the Owner CARAT Indenture Trustee and the Trustee:
(i) CARAT Owner Trustee promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are as necessary to fully to preserve and protect the interest of the Trust CARAT Indenture Trustee and the Trust Collateral Agent CARAT Owner Trustee in the ReceivablesCOLT 20 -SN Secured Notes, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bb) no such action shall be necessary to preserve and protect such interest; and
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 is necessary to preserve and protect such interest. Each Opinion of Counsel referred .
(k) To the extent required by law, the Depositor shall cause the CARAT 20 -SN Notes and the CARAT 20 -SN Certificates to in clause (ibe registered with the Securities and Exchange Commission pursuant to Section 12(b) or (iiSection 12(g) above shall specify any action necessary (as of the date of Exchange Act within the time periods specified in such opinion) to be taken in the following year to preserve and protect such interestsections.
Appears in 2 contracts
Samples: Trust Sale and Administration Agreement (Central Originating Lease Trust), Trust Sale and Administration Agreement (Central Originating Lease Trust)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Owner Trustee[, the Trust Collateral Agent Backup Servicer] 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentIndenture Trustee, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee[, the Trust Collateral Agent Backup Servicer] and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Owner Trustee Trustee[, the Backup 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee Trustee[, the Backup Servicer] and the Indenture Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 2 contracts
Samples: Sale and Servicing Agreement (Efcar, LLC), Sale and Servicing Agreement (Efcar, LLC)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Insurer, the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 9-506 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee, the Trust Collateral Agent and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentInsurer, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Insurer, the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish to the Insurer, the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Insurer, the Owner Trustee and the Trustee:
: (i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the Insurer, 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 Trust and the Trust Collateral Agent 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 2 contracts
Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)
Protection of Title to Trust. (a) The Seller Depositor shall execute authorize or execute, as applicable, and file such financing statements or amendments to financing statements and cause to be executed authorized or executed, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the interests of Issuing Entity under this Agreement and the Trust Collateral Agent Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Trust Collateral Agent Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer The Depositor shall not change its State of organization or 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Owner Trustee at least five days’ sixty (60) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of The Depositor shall give the Seller Indenture Trustee and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of organization formation if, as a result of such relocationrelocation or change of jurisdiction, 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 maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(f) If at any time the Seller or the Servicer shall propose Depositor proposes to sell, grant a security interest in or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity unless such Receivable has been paid in full, substituted or repurchased by the Depositor or purchased by the Servicer.
(ge) Upon requestTo the extent required by law, the Servicer Depositor shall furnish to cause the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee Notes and the Trustee:
(i) promptly after Certificates to be registered with the execution and delivery of the Agreement and, if required Commission pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A12(b) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest or Section 12(g) of the Trust and Exchange Act within the Trust Collateral Agent time periods specified 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 interestsections.
Appears in 2 contracts
Samples: Trust Sale Agreement (Ally Auto Receivables Trust 2016-1), Trust Sale Agreement (Ally Auto Receivables Trust 2016-1)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Issuer, the Contributor nor the Servicer Depositor shall change its name, identity identity, jurisdiction of organization or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Issuer, the Depositor or the Contributor in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the UCC, unless it shall have given the Owner Indenture Trustee, the Trust Collateral Agent Noteholders and the Trustee Agent at least five sixty (60) 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 Seller or the Servicer, as the case may be, statements and shall deliver have delivered an Opinion of Counsel (A) stating that, in form and substance reasonably satisfactory the opinion of such counsel, all amendments to the Trust Collateral Agent, stating either (i) all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Trust Collateral Agent Indenture Trustee in the ReceivablesReceivables and the other items of the Trust Estate, and reciting the details of such filings or referring to prior Opinions (B) stating that, in the opinion of Counsel in which such details are givencounsel, or (ii) no such action shall be necessary to preserve and protect such interest. Neither the Issuer, the Contributor nor the Depositor shall become or seek to become organized under the laws of more than one jurisdiction.
(cb) Each of the Seller Issuer, the Depositor and the Servicer Contributor shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Agent at least 60 sixty (60) days’ prior written notice of any relocation of its principal executive office or jurisdiction State of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of incorporation and shall promptly file any amendment of any previously filed financing or continuation statement or of any new financing statement necessary or desirable to continue the perfection of the Depositor’s, the Issuer’s or the Indenture Trustee’s interests in the Receivables and the rest of the Trust Estate and shall promptly file any have delivered an Opinion of Counsel (A) stating that, in the opinion of such amendment counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Receivables and the other items of the Trust Estate, and reciting the details of such filings or new financing statement(B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office and its jurisdiction of incorporation, within the United States of America.
(dc) 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.
(ed) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables and Deposited Assets to the Issuer, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable and Deposited Assets shall indicate clearly (including by means of tagging the Issuer) the interest of the Trust Issuer in such Receivable and that such Receivable is owned by the TrustIssuer. Indication of the TrustIssuer’s interest in ownership of 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 or sold pursuant to this Agreementrepurchased.
(fe) If at any time the Seller Contributor or the Depositor or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly (including by means of tagging) that such Receivable has been sold and is owned by the TrustIssuer.
(f) The Servicer shall permit the Indenture Trustee, the Agent and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer’s records regarding any Receivable. If the Backup Servicer is acting as successor Servicer, the Indenture Trustee and the Agent shall give reasonable notice of any such audit or inspection and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Backup Servicer’s business.
(g) Upon request, the Servicer shall furnish to the Owner Indenture Trustee or to and the TrusteeAgent, within five two (2) Business Days, a list of all Receivables (by contract account number and name of Obligor) then held as part of the TrustTrust Estate, together with a reconciliation of such list to the Schedule schedule of Receivables attached to each Depositor Assignment as Schedule I and to each of the Servicer’s Certificates Monthly Servicer Reports furnished before such request indicating removal of Receivables from the TrustTrust Estate.
(h) The Servicer shall deliver to the Owner Indenture Trustee and the TrusteeAgent:
(i1) promptly after upon the execution and delivery of the Agreement andthis Agreement, if required pursuant each Depositor Assignment and each amendment to Section 12.1, of each amendmentany such document, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements (and releases of financing statements) and continuation statements have been executed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Receivables and the rest of the Trust Estate, and reciting the details of the expected filings thereof or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year beginning with calendar year 2006, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) 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 Trust Indenture Trustee in the Receivables and the rest of the Trust Collateral Agent in the ReceivablesEstate, 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-day period, stating that, in the opinion of such counselCounsel, 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 Trust and the Trust Collateral Agent 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 Such Opinion of Counsel referred to shall also describe the filing of any financing statements and continuation statements that will, in clause (i) or (ii) above shall specify any action necessary (as of the date opinion of such opinion) to counsel, be taken in the following year required to preserve and protect such interestthe interest of the Indenture Trustee in the Receivables, until March 31 in the following calendar year.
(i) If the Backup Servicer is acting as the successor Servicer, it shall be reimbursed pursuant to Section 5.03(b) of the Indenture for any costs incurred by it in performing its duties pursuant to this Section.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Bay View Capital Corp), Sale and Servicing Agreement (Americredit Corp)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuing Entity and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, would or could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 applicable provisions of the UCC, unless it UCC and shall have given give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof no later than 10 days after the effective date thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice within 15 days after (and, in any case, no later than 10 days after the effective date thereof) of any relocation of its principal executive office or jurisdiction its “location” as defined in Section 9-307 of organization the UCC and if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and its “location” (ii) its principal executive office as defined in Section 9-307 of the UCC), within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to Deutsche Bank Trust Company Americas, as Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall may 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 or sold purchased by the Servicer, or otherwise transferred to the Servicer or CNHCA pursuant to this AgreementSection 4.3 hereof.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee. From and after the date of this Agreement, the Servicer will not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume or suffer to exist any Lien on, any interest in, to and under the Receivables (other than Reacquired Receivables).
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. The Indenture Trustee and its agents shall give reasonable notice of any such inspection or audit and such inspection shall be conducted in a manner that does not cause undue disruption or interference with the Servicer’s business.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(k) If the Backup Servicer is acting as the Successor Servicer, it shall be reimbursed pursuant to Section 5.6(b)(xi) for any costs incurred by it in performing its duties pursuant to this Section.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CNH Equipment Trust 2011-A), Sale and Servicing Agreement (CNH Equipment Trust 2011-A)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent and the Insurer in the Receivables and the Other Conveyed Property and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Insurer, the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer TFC, in its capacity as 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 (S) 9-506 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee, the Trust Collateral Agent and the Trustee at least five sixty 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 Seller or the TFC, in its capacity as Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Insurer, the Trust Collateral AgentAgent and the Trustee, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and TFC, in the Servicer capacity as Servicer, shall have an obligation to give the Insurer, the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ ' prior written notice of any relocation of its principal place of business and chief executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) the Seller shall at all times maintain its principal place of business and chief executive office office, within the United States of America.
(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 or cause to be maintained, a computer systems system so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s such master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s such computer systems when, and only when, the related Receivable shall have been paid in full or repurchased by TFC or sold pursuant to this Agreementthe Seller.
(f) If at any time the Seller or the Servicer TFC 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 back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustTrust unless such Receivable has been paid in full or repurchased by TFC or the Seller.
(g) Upon request, the Servicer shall furnish or cause to be furnished to the Insurer, the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust. The Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination.
(h) The Servicer shall deliver to the Insurer, the Owner Trustee Trustee, the Trust Collateral Agent and the Trustee:
(i) promptly after Trustee simultaneously with the execution and delivery of the this Agreement and, if required pursuant to Section 12.113.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, in form and substance reasonably satisfactory to the Insurer, 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 Trust and the Trust Collateral Agent 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (BC) no such any action shall be which is necessary to preserve and protect such interestinterest during the following 12-month period. Each Opinion of Counsel referred to in clause (iA), (B) or (iiC) 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.
(i) The Servicer shall permit the Trustee, the Trust Collateral Agent, the Insurer and their respective agents, during regular business hours and upon reasonable advance notice, to inspect and make copies of the records regarding any Receivables or any other portion of the Receivables.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (TFC Enterprises Inc), Sale and Servicing Agreement (TFC Enterprises Inc)
Protection of Title to Trust. (a) The Seller Servicer 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 Issuer, the Noteholders, the Indenture Trustee and the interests of the Trust Collateral Agent Insurer in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Trust Collateral Agent Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 (aSection 9.02(a) above seriously misleading within the meaning of Section 9-506 402(7) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Insurer and the Indenture Trustee at least five 30 days’ ' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation file new financing statements, as applicable. Promptly upon such filingthereafter, the Seller or the Servicer, as the case may be, Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that in form and substance reasonably satisfactory to the Trust Collateral Agentopinion of counsel, stating either (i) all financing statements and continuation statements have been executed and filed that are actions necessary fully to preserve and protect the interest of the Trust Trust, the Indenture Trustee, the Noteholders and the Trust Collateral Agent Insurer in the ReceivablesContracts, the related Financed Vehicles and the proceeds thereof have been taken 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner TrusteeInsurer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least 60 30 days’ ' prior written notice of any relocation of its the principal executive office or jurisdiction state of organization incorporation of the Seller and the Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment appropriate amendments or new financing statementstatements. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that in the opinion of counsel, all actions necessary fully to preserve and protect the interest of the Trust, the Indenture Trustee, the Noteholders and the Insurer in the Trust Property have been taken and reciting the details thereof. The Servicer shall at all times maintain (i) each office from which it shall service Receivables Contracts, and its principal executive office, within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(d) The Servicer shall maintain or cause to be maintained accounts and records as to each Receivable Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableContract, 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 Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such ReceivableContract.
(e) The Servicer shall maintain or cause to be maintained its or its agent's computer systems so that, from and after the time of sale under this Agreement of the Receivables Contracts to the Issuer, the Servicer’s 's master computer records (including any backup archives) that shall refer to a Receivable shall Contract indicate clearly the interest of the Trust Issuer and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Trust. Indication of Issuer and has been pledged to the Trust’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 or sold pursuant to this AgreementIndenture Trustee.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables retail installment sales contracts to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the TrustIssuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and the Insurer and their respective agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Contract.
(h) Upon request, the Servicer shall furnish to the Owner Trustee, the Indenture Trustee or to and the TrusteeInsurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) Contracts then held as part of the Trust, 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 TrustTrust Property.
(hi) The Servicer shall deliver to the Owner Indenture Trustee and the TrusteeInsurer:
(i) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment hereto, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, 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 Trust Issuer and the Trust Collateral Agent Indenture Trustee in the ReceivablesContracts, 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
(ii) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Date, Cut-Off Date an Opinion of Counsel, dated as of a date during such 12090-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 Trust Issuer and the Trust Collateral Agent Indenture Trustee in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (B) no such action shall be necessary to preserve and protect such interest. .
(j) Each Opinion of Counsel referred to in clause (i) or (ii) 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.
(k) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended, within the time periods specified in such sections.
(l) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Auto Nations Receivables Corp), Sale and Servicing Agreement (Auto Nations Receivables Corp)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to the Backup Servicer, the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph Section (a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given the Owner TrusteeBackup Servicer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner TrusteeBackup Servicer, the Trust Collateral Agent Owner Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit the Backup Servicer, the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to the Backup Servicer, the Owner Trustee or to and the Indenture Trustee, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Backup Servicer, the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date2015), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2014-2), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The Seller Depositor shall execute authorize or prepare, as applicable, and file such financing statements or amendments to financing statements and cause to be executed authorized or Table of Contents prepared, as applicable, 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 Noteholders, the Certificateholders, the Indenture Trustee and the interests of Issuing Entity under this Agreement and the Trust Collateral Agent Second Step Receivables Assignment in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Trust Collateral Agent Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer The Depositor shall not change its State of organization or 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 Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Owner Trustee at least five days’ sixty (60) 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interestthereof.
(c) Each of The Depositor shall give the Seller Indenture Trustee and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of organization formation if, as a result of such relocationrelocation or change of jurisdiction, 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 maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.
(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 Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’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 or sold pursuant to this Agreement.
(f) If at any time the Seller or the Servicer shall propose Depositor proposes to sell, grant a security interest in or otherwise transfer any interest in automotive motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity unless such Receivable has been paid in full, substituted or repurchased by the Depositor or purchased by the Servicer.
(ge) Upon requestTo the extent required by law, the Servicer Depositor shall furnish to cause the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee Notes and the Trustee:
(i) promptly after Certificates to be registered with the execution and delivery of the Agreement and, if required Commission pursuant to Section 12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A12(b) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest or Section 12(g) of the Trust and Exchange Act within the Trust Collateral Agent time periods specified 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 interestsections.
Appears in 2 contracts
Samples: Trust Sale Agreement (Ally Auto Receivables Trust 2017-1), Trust Sale Agreement (Ally Auto Receivables Trust 2017-1)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent and the Insurer in the Receivables and the Other Conveyed Property and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Insurer, the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Section 9-506 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee, the Trust Collateral Agent and the Trustee at least five 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Insurer, the Trust Collateral AgentAgent and the Trustee, stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Issuer and the Trust Collateral Agent in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Insurer, the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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 or cause to be maintained, a computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Issuer, the Servicer’s such master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s 's interest in a Receivable shall be deleted from or modified on the Servicer’s such computer systems when, and only when, the related Receivable shall have been paid in full or repurchased by NAFI or sold pursuant to this Agreementthe Seller.
(f) If at any time the Seller or the Servicer NAFI 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustTrust unless such Receivable has been paid in full or repurchased by NAFI or the Seller.
(g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 2 contracts
Samples: Sale and Servicing Agreement (National Auto Finance Co Inc), Sale and Servicing Agreement (National Financial Auto Funding Trust)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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 Section 9-506 402(7) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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 IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a any Receivable shall indicate clearly the interest of the Trust Issuer, the Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Trustee. Indication of the Trust’s interest these respective interests in a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive receivables to 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.110.01, of each amendmentamendment hereto and on certain Distribution Dates as required by Sections 2.02(b)(2)(iv) and 2.05(b)(2)(x), an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Owner Trustee and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest, in each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing first Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Owner Trustee and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause .
(i) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or (iiSection 12(g) above shall specify any action necessary (as of the date of Exchange Act within the time periods specified in such opinion) to be taken in the following year to preserve and protect such interestsections.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Toyota Motor Credit Corp), Sale and Servicing Agreement (Toyota Motor Credit Corp)
Protection of Title to Trust. (a) The Seller Servicer shall execute authorize and file or cause to be filed 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 Trust Indenture Collateral Agent on behalf of the Noteholders and the Certificateholders in the Receivables and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Indenture Trustee, the Owner Trustee and the Trust Indenture Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor 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 Section 9-506 of the UCCUCC or any successor provision, unless it shall have given given, the Owner Trustee, the Trust Collateral Agent 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 Seller Depositor or the Servicer, as the case may be, shall deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, Indenture Trustee stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation change of its principal executive office the Depositor’s or the Servicer’s “location” (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office place of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision), within the United States of America.
(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 Trust Issuer and the Indenture Collateral Agent for the benefit of the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the TrustIssuer and has been pledged to the Indenture Collateral Agent for the benefit of the Indenture Trustee. Indication of the TrustIssuer’s and the Indenture Trustee’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 or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller Depositor 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish Issuer and has been pledged to the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part Indenture Collateral Agent on behalf of the Trust, together with a reconciliation Letter of such list to Credit Provider and the Schedule of Receivables and to each Indenture Trustee on behalf of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the TrustNoteholders.
(h) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 2 contracts
Samples: Sale and Servicing Agreement (Franklin Auto Trust 2007-1), Sale and Servicing Agreement (Franklin Auto Trust 2006-1)
Protection of Title to Trust. (a) The Seller Depositor or the Servicer, or both, shall execute authorize and file such financing statements and cause to be executed authorized 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 Trust and the interests Indenture Trustee for the benefit of the Trust Collateral Agent Noteholders in the Receivables and in the proceeds thereof. The Seller Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to [the Backup Servicer,] the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with paragraph (aSection 10.2(a) above seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given [the Backup Servicer,] the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five sixty (60) days’ prior written notice thereof and shall have promptly filed appropriate such amendments to all previously filed financing statements or continuation statements. Promptly upon statements or such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) all new financing statements and continuation statements have been executed and filed that are as may be necessary fully to preserve and protect continue the perfection of the interest of the Trust and the Trust Collateral Agent Indenture Trustee for the benefit of the Noteholders in the Receivables, 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 shall be necessary to preserve and protect such interestproceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give [the Backup Servicer,] the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive office or jurisdiction of organization if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of to any previously filed financing statement or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United States. The Servicer shall at all times maintain (i) each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States of America or Canada, and (ii) its principal executive office within the United States of AmericaStates.
(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 and the Reserve 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 the transfer of the Receivables to the IssuerTrust pursuant to this Agreement, the Servicer’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustTrust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased by the Depositor or sold pursuant to this Agreementpurchased by the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, compact disks, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the TrustTrust and has been pledged to the Indenture Trustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) Upon requestThe Servicer shall permit [the Backup Servicer,] the Owner Trustee, the Indenture Trustee and, to the extent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
(h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more Receivables from the Trust pursuant to Section 3.7, the Servicer shall shall, upon request, furnish to [the Backup Servicer,] the Owner Trustee, the Indenture Trustee or and, to the Trusteeextent the Servicer shall have received an Asset Representations Review Notice, the Asset Representations Reviewer, within five ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Owner Trustee Depositor and the Depositor shall deliver to [the Backup Servicer,] the Owner Trustee[, the Swap Counterparty] and the Indenture Trustee:
(i1) promptly after the execution authorization and delivery of the Agreement and, if required pursuant each amendment to Section 12.1, of each amendmentany financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 ninety (90) days after the beginning of each calendar year, year (beginning with the first calendar year beginning more than six months after the Closing Date20[ ]), an Opinion of Counsel, dated as of a date during such 12090-day period, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Trust Collateral Agent Indenture Trustee (in the case of an opinion delivered by the Depositor) 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause clauses (ii)(1) or (iii)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in on or before March 31 of the following year to preserve and protect such interest.
(j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Sections 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The 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 Trust Collateral Agent Trustee in the Receivables Mortgage Loans and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Master 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 Section 9-506 402(7) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent Trustee and the 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee at least 60 _____ days’ ' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Master Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaMortgage Loans, and (ii) its principal executive office office, within the United States of America.
(d) The Master Servicer shall maintain accounts and records as to each Receivable Mortgage Loan accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableMortgage Loan, 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 Mortgage Loan and the amounts from time to time deposited in the Collection Account in respect of such ReceivableMortgage Loan.
(e) The Master Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the IssuerMortgage Loans, the Master Servicer’s 's master computer records (including any backup archives) that refer to a Receivable Mortgage Loan shall indicate clearly the interest of the Trust Issuer and the Trustee in such Receivable Mortgage Loan and that such Receivable Mortgage Loan is owned by the TrustIssuer and has been pledged to the Trustee. Indication of the Trust’s Issuer's and the Trustee's interest in a Receivable Mortgage Loan shall be deleted from or modified on the Master Servicer’s 's computer systems when, and only when, the related Receivable Mortgage Loan shall have been paid in full or repurchased by the Seller or sold pursuant to this Agreementpurchased by the Master Servicer.
(f) If at any time the Seller or the Master Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables mortgage loans to any prospective purchaser, lender or other transferee, the Master 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 ReceivableMortgage Loan, shall indicate clearly that such Receivable Mortgage Loan has been sold and is owned by the TrustIssuer and has been pledged to the Trustee.
(g) The Master Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Mortgage Loan.
(h) Upon requestrequest at any time the Owner Trustee or the Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, the Master Servicer shall furnish to the Owner Trustee or to the Trustee, within five _____ Business Days, a list of all Receivables Mortgage Loans (by contract number and name of ObligorMortgagor) then held as part of the Trust, together with a reconciliation of such list to the Mortgage Loan Schedule of Receivables and to each of the Master Servicer’s 's Certificates furnished before such request indicating removal of Receivables Mortgage Loans from the Trust.
(hi) The Master Servicer shall deliver to the Owner Trustee and the Trustee:
: (i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, 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 Trust Owner Trustee and the Trust Collateral Agent Trustee in the ReceivablesMortgage Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
and (ii2) within 120 _____ days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Cut-off Date, an Opinion of Counsel, dated as of a date during such 120-day _____-day period, either (A) 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 Trust Owner Trustee and the Trust Collateral Agent Trustee in the ReceivablesMortgage Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (il) or (ii2) 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.
(i) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 2 contracts
Samples: Master Servicing Agreement (Structured Asset Mortgage Investments Inc), Master Servicing Agreement (Structured Asset Mortgage Investments Inc)
Protection of Title to Trust. (a) The 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 Certificateholders and the interests of the Trust Collateral Agent Trustee in the Receivables and in the proceeds thereofthereof (other than any notations or filings with respect to the title documents for the Financed Vehicles). The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer Asta Funding shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of ss. 9-506 402(7) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent and the Trustee at least five days’ (5) days prior written notice thereof and thereof, shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, statements and shall deliver have delivered an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating either (i) stating that, in the opinion of such counsel, all amendments to all previously filed financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer Asta Funding shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ 30 days prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and statement, shall promptly file any such amendment and shall deliver an Opinion of Counsel (i) stating that, in the opinion of such counsel, all amendments to all previously filed 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 new financing statement(ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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 Certificate 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 hereunder of the Receivables to the IssuerTrust, the Servicer’s 's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Trust particular grantor trust or agent as the case may be, in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust’s interest in 's ownership of a Receivable shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related such Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(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 automotive receivables to any prospective purchaser, lender lender, or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts print-outs (including any restored from backup back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustTrustee.
(g) The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable.
(h) Upon request, request the Servicer shall furnish to the Owner Trustee or to the Trustee, within (5) five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such Counselcounsel, 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 Trust and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three (3) months after the Closing Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, period either (A) 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 Trust and the Trust Collateral Agent in the ReceivablesReceivables (other than any notations or filings with respect to the title documents for the Financed Vehicles), and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (ii)(i) or (iii)(ii) 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.
(j) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.
(k) In the event any of the events described in Section 9.1(iii) or (iv) shall have occurred, or in the event Asta Funding shall have been removed or replaced as Servicer for any reason, then Asta Funding or the Servicer shall immediately cause each certificate of title for a Financed Vehicle to be marked to reflect the security interest of the Trust in the Financed Vehicle, and Asta Funding hereby appoints the Trustee its attorney-in-fact to effect such marking, and the Trustee hereby accepts such appointment. The appointment of the Trustee hereunder shall not operate to relieve Asta Funding and/or the Servicer of its obligations to xxxx each Certificate of Title under this Section 12.2(k). Asta Funding shall be liable for all costs, fees and expenses incurred under this Section 12.2(k).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Asta Funding Inc), Servicing Agreement (Asta Funding Inc)
Protection of Title to Trust. (a) The Seller Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such a 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 Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) delivered to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b) Neither the Seller Depositor nor 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 ss. 9-506 402(7) of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ five Business Days' prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) a person adequately trained in the reader thereof use of the Servicer's data system to know at any time the status of each 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) to each such Receivable and the amounts from time to time deposited in the Collection Account in respect of each 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 IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and be coded to reflect that such Receivable is owned part of the portfolio of Receivables that is the subject of this Agreement and is held by the Trust. Indenture Trustee for BMW Vehicle Owner Trust 2001-A. Indication of such Receivable's inclusion in the Trust’s interest in a Receivable portfolio shall be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive motor vehicle 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its agents upon reasonable notice and at any time during normal business hours, which does not unreasonably interfere with the Servicer's normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five fifteen Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s 's Certificates furnished before prior to such request indicating removal of Receivables from the Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i) : promptly after the execution and delivery of this Agreement and each amendment hereto and in connection with the Agreement and, if required pursuant transfer of Subsequent Receivables from the Depositor to Section 12.1, of each amendmentthe Trust, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (Ai) all financing statements and continuation statements have been executed and filed that are necessary to fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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 2 contracts
Samples: Sale and Servicing Agreement (BMW Vehicle Owner Trust 2001-A), Sale and Servicing Agreement (BMW Vehicle Owner Trust 2001-A)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2022, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA)(2) or (iiB)(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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2021-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2021-A)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. It is understood and agreed, however, that no filings will be made to perfect any security interest of the Issuer or the Indenture Trustee in the Seller's interests in True Lease Equipment. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor 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 applicable provisions of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ ' prior written notice of any relocation of its principal executive office or jurisdiction its "location" as defined in Section 9-307 of organization the UCC if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s 's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuer and has been pledged to JPMorgan Chase Bank, as Indenture Trustee. Indication of the Trust’s Issuer's and the Indenture Trustee's interest in a Receivable shall may be deleted from or modified on the Servicer’s 's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased or sold pursuant to this Agreementrepurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable.
(h) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(hi) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(i1) promptly after the execution and delivery of the this Agreement and, if required pursuant to Section 12.1, and of each amendmentamendment hereto, an Opinion of Counsel either: (A) stating that, in the opinion of such Counselcounsel, 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 90 days after the beginning of each calendar year, year beginning with the first calendar year beginning more than six three months after the Closing Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 12090-day period, either: (A) 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 Trust Trustee and the Trust Collateral Agent 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) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i1) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CNH Capital Receivables Inc), Sale and Servicing Agreement (CNH Capital Receivables Inc)
Protection of Title to Trust. (a) The Seller Servicer shall execute authorize and file or cause to be filed 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 Trust Indenture Collateral Agent on behalf of the Noteholders, the Certificateholders and the Security Insurer in the Receivables and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Security Insurer, the Owner Trustee and the Trust Indenture Collateral Agent file-file stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor 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-Section 9 506 of the UCCUCC or any successor provision, unless it shall have given the Owner TrusteeSecurity Insurer, the Trust Collateral Agent Owner Trustee and the 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 Seller or the Servicer, as the case may be, shall unless an Insurer Default shall have occurred and be continuing, deliver to the Security Insurer, the Owner Trustee and the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral AgentSecurity Insurer, or if an Insurer Default shall have occurred and be continuing an Opinion of Counsel satisfactory to the Trustee stating either (iA) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (iiB) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner TrusteeSecurity Insurer, the Trust Collateral Agent Owner Trustee and the Trustee at least 60 days’ prior written notice of any relocation change of its principal executive office the Seller’s or the Servicer’s “location” (determined as provided in Section 9 307 of the UCC or any successor provision) or jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office place of business and “location” (determined as provided in Section 9 307 of the UCC or any successor provision), within the United States of America.
(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 Trust Issuer and the Trustee on behalf of the Certificateholders, the Noteholders and the Security Insurer in such Receivable and that such Receivable is owned by the TrustIssuer and has been pledged to the Trustee. Indication of the TrustIssuer’s and the Trustee’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 or sold pursuant to this Agreementrepurchased.
(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 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, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuer and has been pledged to the Trustee on behalf of the Certificateholders, the Noteholders and the Security Insurer.
(g) The Servicer shall permit the Trustee and the Security Insurer and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable or any other portion of the Trust Property. The preceding sentence shall not create any duty or obligation on the part of the Trustee to perform any such acts.
(h) Upon request, the Servicer shall furnish to the Security Insurer, the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(hi) The Servicer shall deliver to the Security Insurer, the Owner Trustee and the Trustee:
(i1) promptly after Upon the execution and delivery of the this Agreement and, if required pursuant to Section 12.111.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the Controlling Party, 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 Trust and the Trust Collateral Agent Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, given or (B) no such action shall be necessary to preserve and protect such interest; and
(ii2) within 120 days after the beginning On or before October 30 of each calendar year, beginning with a certificate signed by the first calendar year beginning more than six months after Secretary or Assistant Secretary of the Closing Date, Servicer and an Opinion authorized officer of Counsel, dated as the managing member of a date during such 120-day period, the Seller stating that, to such officer’s knowledge, following consultation with counsel, the Servicer or the Seller, as applicable, has determined that it was not necessary or desirable to file any continuation UCC financing statement or other UCC financing statement during such fiscal year in order to maintain the perfection of the Trustee’s security interest, for the benefit of the Noteholders and the Security Insurer, in the opinion of Trust Property or if the Servicer or the Seller has determined that any such counselfiling was necessary or desirable, either (A) all financing statements describing the reason for any such filing and continuation statements have been executed and filed that are necessary fully attaching a copy thereof to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 interestcertificate. Each Opinion of Counsel referred to in clause (il) or (ii2) 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.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(k) On or before December 31 of each year, the Servicer shall forward to the Owner Trustee a list of the scheduled holidays in California for the following calendar year.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Franklin Auto Trust 2004-2), Sale and Servicing Agreement (Franklin Auto Trust 2003-2)
Protection of Title to Trust. (a) The Seller Depositor 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 Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent 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 Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, 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 maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and (ii) its principal executive office office, within the United States of America.
(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, within five (5) Business Days from and after the time of sale under this Agreement of the Receivables to the IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust in such Receivable and that such Receivable is owned by has been sold to the Trust. Indication of the Trust’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 or sold pursuant to this AgreementIssuing Entity.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in 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 they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the TrustIssuing Entity and has been pledged to the Indenture Trustee.
(g) Upon request, the Servicer shall furnish to the Owner Trustee 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 Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(iA) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendmentthis Agreement, an Opinion of Counsel stating that, in the opinion of such Counselcounsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest; and
(iiB) within 120 days after the beginning of on or before March 31, in each calendar year, beginning with the first calendar year beginning more than six months after the Closing Datein 2007, an Opinion of Counsel, dated as of a date during such 12090-day period, stating that, in the opinion of such counsel, either (A1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trust Collateral Agent 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 (B2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (iA) or (iiB) 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.
(i) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.
(j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust 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 (ii) no such action shall be necessary to preserve and protect such interest.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (World Omni Auto Receivables Trust 2006-A), Sale and Servicing Agreement (World Omni Auto Receivables Trust 2006-B)
Protection of Title to Trust. (a) The Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interests of the Trust Collateral Agent Indenture Trustee in the Receivables Receivables, the other property sold hereunder and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuing Entity and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
(b) Neither the Seller nor the Servicer shall change its name, identity or corporate organizational structure in any manner that would, would or could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of 9-506 applicable provisions of the UCC, unless it UCC and shall have given give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least five days’ prior written notice thereof no later than 10 days after the effective date thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. Promptly upon such filing, the Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, stating 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 Trust and the Trust Collateral Agent 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 shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee at least 60 days’ prior written notice within 15 days after (and, in any case, no later than 10 days after the effective date thereof) of any relocation of its principal executive office or jurisdiction its “location” as defined in Section 9-307 of organization the UCC and if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or CanadaReceivables, and its “location” (ii) its principal executive office as defined in Section 9-307 of the UCC), within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit 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 IssuerReceivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Trust Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the TrustIssuing Entity and has been pledged to Citibank, N.A., as Indenture Trustee. Indication of the TrustIssuing Entity’s and the Indenture Trustee’s interest in a Receivable shall may 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 or sold purchased by the Servicer, or otherwise transferred to the Servicer or CNHICA pursuant to this AgreementSection 4.3 hereof.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in in, or otherwise transfer any interest in automotive equipment 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, shall indicate clearly that such Receivable has been sold and is owned by the Trust.
(g) Upon request, the Servicer shall furnish Issuing Entity and has been pledged to the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, 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 Trust.
(h) The Servicer shall deliver to the Owner Trustee and the Trustee:
(i) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 12.1, of each amendment, an Opinion of Counsel 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 Trust and the Trust Collateral Agent 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
(ii) within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 Trust and the Trust Collateral Agent 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 (i) or (ii) 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.Indenture
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CNH Equipment Trust 2015-C), Sale and Servicing Agreement (CNH Equipment Trust 2015-C)