Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 present, maintain, and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made), unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected). (c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America. (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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Caterpillar Financial Funding Corp)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest interests of the Indenture Trustee 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 Administrator, the Owner Trustee and the Indenture Trustee Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(ba) 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)or any successor provision, unless it shall have given given, the Owner Trustee Trustee, the Indenture Administrator and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that statements. Promptly upon such filing, the Lien of Depositor or the Issuer or Servicer, as the case may be, shall deliver to the Owner Trustee, Indenture Administrator and the Indenture Trustee is not adversely affected)an Opinion of Counsel in form and substance reasonably satisfactory to the Indenture Trustee stating either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the 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 (B) no such action shall be necessary to preserve and protect such interest.
(cb) Each of the Seller Depositor and the Servicer shall have an obligation to give the Indenture Administrator, the Owner 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive officeplace of business and “location” (determined as provided in Section 9-307 of the UCC or any successor provision), 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables 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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee on behalf of the Certificateholders and the Noteholders in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) ’s and the Indenture Trustee'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.
(fe) 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 comparable with the 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 Issuer and has been pledged to [the Indenture TrusteeCollateral Agent on behalf of [the Letter of Credit Provider and]] the Indenture Trustee on behalf of the Noteholders.
(gf) The Servicer shall permit the Indenture Trustee and its the Indenture Administrator and their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's ’s records regarding any Receivable.
(h) Upon request, Receivable or any other portion of the Servicer Trust Property. The preceding sentence shall furnish to not create any duty or obligation on 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of to perform any such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect such interestacts.
(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 1 contract
Samples: Sale and Servicing Agreement (Franklin Receivables LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Standard Receivable or Fixed Value Receivable and the amounts from time to time deposited in the Collection 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 and the Fixed Value Receivables, the Servicer'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 Issuer (which interest has been acquired from the Seller) 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 Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in a Standard Receivable or Fixed Value Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect preserve and protect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off 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 actions have been taken, and, if applicable, either (A) all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Premier Auto Trust 1999-2)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 and the Fixed Value Receivables, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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.Standard
Appears in 1 contract
Samples: Sale and Servicing Agreement (Daimlerchrysler Auto Trust 2000 B)
Protection of Title to Trust. Change of Name, Identity, ------------------------------------------------------- Corporate Structure or Location of the Depositor, Etc. -----------------------------------------------------
(a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller nor the Servicer The Depositor shall not change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer The Depositor shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal chief executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 transfer under this Agreement of the Receivables, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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 repurchasedshall have become a Purchased Receivable.
(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 boat receivables comparable with the 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 transferred to and is owned by the Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) , promptly after the execution and delivery of this Agreement Agreement, and of each amendment theretohereto and on each Monthly Payment Date occurring in March, an Opinion of Counsel either (Awhich may be an employee of the Servicer) stating that, in the opinion of such counsel, either (A) all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each such Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(j) The Seller Depositor shall, to the extent required by applicable law, cause the Notes and 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 1 contract
Samples: Transfer and Servicing Agreement (Deutsche Recreational Asset Funding Corp)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading insufficient within the meaning of ss. Section 9-402(7) 503 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.
(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 motor vehicle receivables comparable with the 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 Issuer 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 to inspect, audit and make copies of and abstracts from the Servicer's ’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 42 (200[ ]-[ ] Sale and Servicing Agreement) 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.
(i) The Upon request, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions financing statements and continuation statements have been taken filed that are necessary to fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(ii) 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, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been filed that are necessary to fully 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 (B) no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Hyundai Abs Funding Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each 66 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, the Servicer's master computer records (including any backup archives) that refer to a any Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from Issuer, the Seller) Owner Trustee and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest these respective interests in a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables comparable with the Receivablesto, 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1A) promptly after the execution and delivery of this Agreement and and, if required pursuant to Section 10.01, of each amendment theretohereto and on certain Distribution Dates as required by Sections 2.02(b)(2)(iv) and 2.05(b)(2)(x), an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to , in clause (1) or (2) above shall specify each case also specifying any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest; and
(B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the first Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(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 1 contract
Samples: Sale and Servicing Agreement (Toyota Motor Credit Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests Each of the Owner Trustee Seller and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Servicer or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to presentpreserve, maintain, maintain and protect the interest interests of the Issuer Certificateholders, the Letter of Credit Bank, if any, and the interest of Trustee under the Indenture Trustee Agreement in the Receivables and in the proceeds thereof. The Each of the Seller and the Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 by the Seller in accordance with paragraph (aSection 21.02(a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)in effect in New York, unless it shall have given the Owner Trustee and the Indenture Trustee Letter of Credit Bank, if any, at least five 60 days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Letter of Credit Bank, if any, at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account Accounts and any Payments Ahead held by the Servicer in respect of such Receivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this the Agreement of the ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup back-up archives) that refer to a any Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee particular grantor trust in such Receivable and that such the Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 has been paid in full full, repurchased or repurchasedassigned pursuant to the Agreement.
(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 motor vehicle receivables comparable with the 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 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 Issuer and Trustee unless such Receivable has been pledged paid in full, repurchased or assigned pursuant to the Indenture TrusteeAgreement.
(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 ReceivableReceivables then or previously included in the Trust.
(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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (Ai) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (Bii) stating that, in the opinion of such counselCounsel, no such action shall be is necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 sectionsSections.
(k) The 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.
Appears in 1 contract
Samples: Standard Terms and Conditions Agreement (American Honda Receivables Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file file, or cause to be executed and 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 presentpreserve, maintain, and protect the interest of the Issuer Certificateholders, the Certificate Insurer and the interest of the Indenture Trustee 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 Indenture Trustee Certificate 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it the Seller or Servicer shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments (or cause to any and all previously filed be filed) UCC financing statements or continuation statements (so that the Lien upon any of the Issuer or the Indenture Trustee is not adversely affected)stated events.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement (regardless or new financing statement within the period of whether such a filing was ever made) time necessary fully to preserve and shall promptly, if applicable, file any such amendmentprotect the interest of the Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 of the ReceivablesReceivables to the Trustee, the Servicer'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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.
(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 comparable with the 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 Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its the Certificate Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any ReceivableReceivable to the extent permitted by applicable banking, privacy and other laws limiting such access.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or and to the Indenture TrusteeCertificate Insurer, 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeCertificate Insurer:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto and at the time of any merger, consolidation or succession of the Seller or the Servicer, an Opinion of Counsel either (Aa) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests first priority perfected security interest of the Owner Trustee and the Indenture Trustee 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or ; and
(2) above shall specify any action necessary (by December 31 of each calendar year beginning December 31, 1996, an Opinion of Counsel, dated as of a date during the date 90-day period ending on such date, either (a) stating that, in the opinion of such opinion) counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to be taken preserve and protect the first priority perfected security interest of the Trustee in the following year Receivables, and reciting the details of such filings or referring to perfect 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.
(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 1 contract
Samples: Pooling and Servicing Agreement (Chevy Chase Auto Receivables Trust 1996-2)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Depositor or the Issuer's interests are no longer perfectedServicer, such actions or both, shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate such amendments to any and all previously filed financing statements or continuation statements (so that or such new financing statements as may be necessary to continue the Lien perfection of the Issuer or interest of the Trust and the Indenture Trustee is not adversely affected)for the benefit of the Noteholders in the Receivables and the proceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the 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 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such 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 each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Reserve Account and the Secondary 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 ReceivablesReceivables to the Trust pursuant to this Agreement, the Servicer's ’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) Trust’s and the Indenture Trustee'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 such Receivable shall have been paid in full or repurchasedrepurchased by the Depositor or purchased by the Servicer.
(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 receivables comparable with the 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 Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's ’s records regarding any Receivable.
(h) Upon requestIf 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 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 ’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution authorization and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed authorized and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the Receivables 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 perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year (beginning with the year 2005), 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 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 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 (1i)(1) or (2i)(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 perfect preserve and protect such interest.
(j) The Seller Depositor 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 1 contract
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2004-2)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Depositor or the Issuer's interests are no longer perfectedServicer, such actions or both, shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate such amendments to any and all previously filed financing statements or continuation statements (so that or such new financing statements as may be necessary to continue the Lien perfection of the Issuer or interest of the Trust and the Indenture Trustee is not adversely affected)for the benefit of the Noteholders in the Receivables and the proceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the 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 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such 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 of America. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables to the Trust 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 Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 receivables comparable with the 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 Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer).
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its 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 requestIf the Seller 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 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.
(i) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution authorization and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed authorized and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the Receivables 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 perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year (beginning with the year 2003), 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 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 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 (1i)(1) or (2i)(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 perfect preserve and protect such interest.
(j) The Seller Depositor 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 1 contract
Samples: Sale and Servicing Agreement (Pooled Auto Securities Shelf LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests Each of the Owner Trustee Transferor and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfectedBVAC, such actions as to itself, shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Noteholders, to the extent expressly set forth herein or the other Basic Documents, the Insurer and the interest of the Indenture Trustee in the Receivables and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller Each of the Transferor and BVAC, as to itself, shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Indenture Trustee 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 BVAC nor the Servicer Transferor 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 Transferor or BVAC in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 507 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Indenture Trustee and the Indenture Trustee Insurer at least five 60 days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (so A) 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 Lien interest of the Issuer or the Indenture Trustee is not adversely affected)in the Receivables and the other Trust Property, and reciting the details of such filings or (B) 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 Transferor and the Servicer BVAC shall have an obligation to give the Owner Indenture Trustee and the Indenture Trustee Insurer at least 60 days' ’ prior written notice of any relocation of its principal executive office office, or State of incorporation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment and shall have delivered an Opinion of Counsel (A) 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 Indenture Trustee in the Receivables and the other Trust Property, and reciting the details of such filings or (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 each office from which it shall service Receivables, and 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Trust and Servicing Agreement (Bay View Deposit CORP)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading insufficient within the meaning of ss. Section 9-402(7) 503 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.. 45 (2013-B Sale and Servicing Agreement)
(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 motor vehicle receivables comparable with the 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 Issuer 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 to inspect, audit and make copies of and abstracts from the Servicer's ’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.
(i) The Upon request, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions financing statements and continuation statements have been taken filed that are necessary to fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(ii) 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, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been filed that are necessary to fully 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 (B) no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause 46 (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect such interest.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates 2013-B Sale 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.Servicing Agreement)
Appears in 1 contract
Samples: Sale and Servicing Agreement (Hyundai Abs Funding Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee Trust and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 present, maintain, and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the applicable UCC (regardless of whether such a filing was ever made), unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected).
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the applicable UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer Seller shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90120-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Caterpillar Financial Funding Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file file, or cause to be executed and 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 presentpreserve, maintain, and protect the interest of the Issuer Certificateholders, the Certificate Insurer and the interest of the Indenture Trustee 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 Indenture Trustee Certificate 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it the Seller or Servicer shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments (or cause to any and all previously filed be filed) UCC financing statements or continuation statements (so that the Lien upon any of the Issuer or the Indenture Trustee is not adversely affected)stated events.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement (regardless or new financing statement within the period of whether such a filing was ever made) time necessary fully to preserve and shall promptly, if applicable, file any such amendmentprotect the interest of the Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 of the ReceivablesReceivables to the Trustee, the Servicer'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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.
(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 comparable with the 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 Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its the Certificate Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any ReceivableReceivable to the extent permitted by applicable banking, privacy and other laws limiting such access.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or and to the Indenture TrusteeCertificate Insurer, 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeCertificate Insurer:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto and at the time of any merger, consolidation or succession of the Seller or the Servicer, an Opinion of Counsel either (Aa) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests first priority perfected security interest of the Owner Trustee and the Indenture Trustee 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or ; and
(2) above shall specify any action necessary (by December 31 of each calendar year beginning December 31, 1998, an Opinion of Counsel, dated as of a date during the date 90-day period ending on such date, either (a) stating that, in the opinion of such opinion) counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to be taken preserve and protect the first priority perfected security interest of the Trustee in the following year Receivables, and reciting the details of such filings or referring to perfect 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.
(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 1 contract
Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged sold to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(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 comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(ih) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1A) promptly after the execution and delivery of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (1) all actions financing statements and continuation statements have been taken filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee 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 (2) no such action shall be necessary to preserve and protect such interest; and
(B) on or before March 31, in each calendar year, beginning in 2003, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (1) 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 (2) no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1A) or (2B) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(ji) 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.
(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 1 contract
Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfectfile (and if required, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file 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 presentpreserve, maintain, and protect the interest of the Issuer Issuing Entity and the interest interests of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate new financing statements and/or amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' days prior written notice of any relocation of its principal executive office 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statements as the case may be. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive officejurisdiction 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) Issuing Entity’s and the Indenture Trustee'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 full, purchased or repurchased.
(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, or otherwise transfer any interest in equipment receivables comparable with the 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 Issuer Issuing 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 ’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.
(hi) 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (John Deere Receivables LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. In addition, the Seller and the Depositor hereby authorize the Issuer at any time and from time to time to prepare and file financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof.
(b) Neither None of the Seller nor Seller, the Depositor or the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of Seller, the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 daysfive Business Days' prior written notice of any relocation change in the jurisdiction of its principal executive office organization if, as a result of such relocationchange 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 (regardless of whether such a filing was ever made) statement, and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and be coded to reflect that such Receivable is part of the portfolio of Receivables that is the subject of this Agreement and is owned by the Issuer SSB Auto Loan Trust 2002-1 and has been pledged by SSB Auto Loan Trust 2002-1 to the Indenture TrusteeTrustee for the benefit of the Noteholders. Indication of such Receivables' inclusion in the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in a Receivable portfolio shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables comparable with the 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 Issuer 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 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 Certificates furnished before prior to such request indicating removal of Receivables from the Trust.
(i) The Servicer Seller shall deliver to the Owner Trustee Trustee, the Bond Administrator and the Indenture Trustee:
(1A) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (i) all actions financing statements and continuation statements have been taken executed and filed that are necessary to fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off 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 actions have been taken, and, if applicable, either (i) all financing statements and continuation statements have been executed and filed, filed that are necessary to fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (Bii) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1A) or (2B) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (SSB Vehicle Securities Inc SSB Auto Loan Trust 2002-1)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Depositor or the Issuer's interests are no longer perfectedServicer, such actions or both, shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate such amendments to any and all previously filed financing statements or continuation statements (so that or such new financing statements as may be necessary to continue the Lien perfection of the Issuer or interest of the Trust and the Indenture Trustee is not adversely affected)for the benefit of the Noteholders in the Receivables and the proceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the 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 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such 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 each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Reserve Account and the Secondary 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 ReceivablesReceivables to the Trust pursuant to this Agreement, the Servicer's ’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) Trust’s and the Indenture Trustee'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 such Receivable shall have been paid in full or repurchasedrepurchased by the Depositor or purchased by the Servicer.
(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 receivables comparable with the 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 Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's ’s records regarding any Receivable.
(h) Upon requestIf 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 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 ’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution authorization and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed authorized and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the Receivables 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 perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year (beginning with the year 20[__]), 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 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 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 (1i)(1) or (2i)(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 perfect preserve and protect such interest.
(j) The Seller Depositor 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 1 contract
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfector Servicer, and maintain perfection ofor both, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee 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 identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller or the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 any automobile or sports-utility vehicle receivables comparable with the 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 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 that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 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 Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year commencing in the year 2001, 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 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 (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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Owner Trust 2001 2)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Depositor or the Issuer's interests are no longer perfectedServicer, such actions or both, shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate such amendments to any and all previously filed financing statements or continuation statements (so that or such new financing statements as may be necessary to continue the Lien perfection of the Issuer or interest of the Trust and the Indenture Trustee is not adversely affected)for the benefit of the Noteholders in the Receivables and the proceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the 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 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such 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 each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables to the Trust 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 Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Depositor or purchased by the Servicer.
(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 receivables comparable with the 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 Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its 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 requestIf 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 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.
(i) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution authorization and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed authorized and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the Receivables 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 perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year (beginning with the year 2004), 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 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 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 (1i)(1) or (2i)(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 perfect preserve and protect such interest.
(j) The Seller Depositor 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 1 contract
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests Each of the Owner Trustee Seller and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Certificateholders, the Letter of Credit Bank, if any, and the interest of the Indenture Trustee Trustees in the Receivables and in the proceeds thereof. The Each of the Seller and the Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee Trustees 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 by the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least five 60 days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Trustees at least 60 days' prior written notice of any relocation of its their respective principal executive office offices if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service the Receivables, and 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 such Receivable shall have been paid in full full, repurchased or repurchasedassigned pursuant to this Agreement.
(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 any recreational vehicle receivables comparable with the Receivables, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender creditor or other transferee computer tapes, records or printouts print-outs (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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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.any
Appears in 1 contract
Samples: Sale and Servicing Agreement (Fleetwood Credit Receivables Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee Servicer or the Issuer specified in the immediately preceding sentence, the Seller both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to presentpreserve, maintain, maintain and protect the interest of the Issuer and Noteholders, the interest of Certificateholders, the Indenture Trustee and the Owner Trustee under this Agreement in the Receivables and in the proceeds thereof. The Seller or the Servicer or both shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Indenture 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Indenture Trustee and the Indenture Owner Trustee at least five days' 60 days prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)thereof.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Indenture Trustee and the Indenture Owner Trustee at least 60 days' days prior written notice of any relocation of its principal executive office or change of its jurisdiction of incorporation 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of America.
(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 recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Note Distribution Account, Certificate Distribution Account, Accumulation Account, and Payment Ahead Servicing Account and any Payments Ahead held by the Servicer 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, the Servicer's master computer records (including any backup back-up archives) that refer to a any Receivable shall indicate clearly that the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 has been paid in full or repurchasedrepurchased by the Seller or purchased by the Servicer.
(f) In the event that GMAC 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 GMAC hereunder, GMAC shall comply fully with the obligations of Section 9.02(a).
(g) 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 receivables comparable with the 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 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 Issuer and unless such Receivable has been pledged to paid in full or repurchased by the Indenture TrusteeSeller or purchased by the Servicer.
(gh) The Servicer shall permit the Indenture Trustee and its 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 ReceivableReceivables then or previously included in the Owner Trust Estate.
(hi) Upon request, the The Servicer shall furnish to the Indenture Trustee and the Owner Trustee or to the Indenture Trustee, within five Business Days, at any time upon request 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 Accountings furnished before such request indicating removal of Receivables from the Trust. Upon request, the Servicer shall furnish a copy of any such list to the Seller. The Indenture Trustee, the Owner Trustee and the Seller shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.
(ij) The Servicer shall deliver to the Owner Indenture Trustee and the Indenture Trustee:
(1) Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (Aa) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Indenture Trustee and the Owner Trustee and the Indenture Trustee 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 (Bb) stating that, in the opinion of such counsel, no such action shall be is necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(jk) The Seller shall, to To the extent required by applicable law, the Seller shall cause the Certificates Notes and the Notes Certificates 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 within the time periods specified in such sections.
Appears in 1 contract
Samples: Trust Sale and Servicing Agreement (Capital Auto Receivables Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the right, title and interest of the Issuer and the interest interests of the 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 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 or otherwise seriously misleading within the meaning of ss. 9-402(7) applicable provisions of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' ’ prior written notice of any relocation of its principal executive office or its “location” as defined in Section 9-307 of 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the JPMorgan Chase Bank, as Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) ’s and the Indenture Trustee's ’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.
(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 equipment receivables comparable with the 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 Issuer 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 ’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 ’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect 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 Initial 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 Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) 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 (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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(x) for any costs incurred by it in performing its duties pursuant to this Section.
Appears in 1 contract
Samples: Sale and Servicing Agreement (CNH Equipment Trust 2003-B)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest interests of the Issuer and the interest of the Indenture Trustee under this Agreement in the Receivables and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall change its name, identity identity, or corporate structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether or any successor provision to such a filing was ever madeSection), unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' 10 days prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)thereof.
(c) Each of the Seller The Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' 10 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 full, repurchased, purchased or repurchasedassigned pursuant hereto.
(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 receivables comparable with the Receivables, a new or used automobile or light-duty truck to any prospective purchaser, lender creditor, or other transferee, the Servicer Depositor or the Servicer, as the case may be, shall give to such prospective purchaser, lender creditor, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to the Indenture TrusteeTrust.
(g) The Servicer shall permit the Indenture Trustee and its agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any Receivablethe Receivables.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business DaysDays of any request therefor, a list of all Receivables (by contract number and name of Obligor) Obligor then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables attached as Schedule A to this Agreement and to each of the Servicer's Servicer Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after : upon the execution and delivery of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel either (Aa) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully counsel and subject to perfect the interests of the Owner Trustee customary qualifications and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicableassumptions, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each ; and on March 31 of each year, commencing with March 31, _____, an Opinion of Counsel, dated as of such date, either (a) stating that, in the opinion of such counsel and subject to customary qualifications and assumptions, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel referred to in clause (1) which such details are given, or (2b) above shall specify any action necessary (as of stating that, in the date opinion of such opinion) counsel, no such action shall be necessary to be taken in the following year to perfect preserve and protect such interest.
(j) The Seller shallFor 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 the extent required by applicable lawbe an original, cause the Certificates and all of which counterparts shall constitute but one 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 sectionssame instrument.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Usaa Acceptance LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the 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 Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. In addition, the Seller and the Depositor hereby authorize the Issuer at any time and from time to time to prepare and file financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof.
(b) Neither None of the Seller nor Seller, the Depositor or the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller Seller, the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 daysfive Business Days' prior written notice of any relocation change in the jurisdiction of its principal executive office organization if, as a result of such relocationchange 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 (regardless of whether such a filing was ever made) statement, and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and be coded to reflect that such Receivable is part of the portfolio of Receivables that is the subject of this Agreement and is owned by the Issuer National City Auto Receivables Trust 2002-A and has been pledged by National City Auto Receivables Trust 2002-A to the Indenture TrusteeTrustee for the benefit of the Noteholders. Indication of such Receivables' inclusion in the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in a Receivable portfolio shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables comparable with the 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 Issuer 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 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 Certificates furnished before prior to such request indicating removal of Receivables from the Trust.
(i) . The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary to fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (B) no such action shall be necessary to preserve and protect such interest; and
(ii) 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, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to fully 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 (B) no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1i) or (2ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (National City Auto Receivables Trust 2002-A)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfector Servicer, and maintain perfection ofor both, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee 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 identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller or the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 any automobile or sports-utility vehicle receivables comparable with the 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 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 that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 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 Schedule Schedules of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year commencing in the year 2001, 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 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 (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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Owner Trust 2000-2)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file file, or cause to be executed and 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 presentpreserve, maintain, and protect the interest of the Issuer Certificateholders, the Certificate Insurer and the interest of the Indenture Trustee 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 Indenture Trustee Certificate 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 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 (aSection 12.2(a) above or otherwise seriously misleading within the meaning of ss. 9-Section 9- 402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it the Seller or Servicer shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments (or cause to any and all previously filed be filed) UCC financing statements or continuation statements (so that the Lien upon any of the Issuer or the Indenture Trustee is not adversely affected)stated events.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement (regardless or new financing statement within the period of whether such a filing was ever made) time necessary fully to preserve and shall promptly, if applicable, file any such amendmentprotect the interest of the Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 of the ReceivablesReceivables to the Trustee, the Servicer'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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 repurchasedrepurchased or purchased hereunder.
(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 comparable with the 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 Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its the Certificate Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any ReceivableReceivable to the extent permitted by applicable banking, privacy and other laws limiting such access.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or and to the Indenture TrusteeCertificate Insurer, 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeCertificate Insurer:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto and at the time of any merger, consolidation or succession of the Seller or the Servicer, an Opinion of Counsel either (Aa) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests first priority perfected security interest of the Owner Trustee and the Indenture Trustee 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or ; and (2) above shall specify any action necessary (by December 31 of each calendar year beginning December 31, 1999, an Opinion of Counsel, dated as of a date during the date 90-day period ending on such date, either (a) stating that, in the opinion of such opinion) counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to be taken preserve and protect the first priority perfected security interest of the Trustee in the following year Receivables, and reciting the details of such filings or referring to perfect 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.
(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 1 contract
Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfectfile (and if required, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file 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 presentpreserve, maintain, and protect the interest of the Issuer Issuing Entity and the interest interests of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate new financing statements and/or amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' days prior written notice of any relocation of its principal executive office 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statements as the case may be. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive officejurisdiction 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee. Indication of the IssuerIssuing Entity's interest (which interest has been acquired from the Seller) 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.. Form of Sale and Servicing 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 equipment receivables comparable with the 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 Issuer Issuing Entity and has been pledged to the Indenture Trustee. From and after the date of this Agreement, the Servicer shall 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.
(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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect preserve and protect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.. Form of Sale and Servicing Agreement
(j) The Seller shall, to the extent required by applicable law, cause the Certificates Certificate and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g12 (g) of the Exchange Act within the time periods specified in such sections.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Deere John Receivables Inc)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary cause to perfect, be executed and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Certificateholders and the interest of the Indenture Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer.
(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 by the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' ’ prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(d) The Servicer shall maintain or cause to be maintained 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 and shall cause any subservicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trustee, the Servicer's ’s and any subservicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in Trust’s ownership of a Receivable shall be deleted from or modified on the Seller’s, the Servicer's ’s and any subservicer’s computer systems when, and only when, the related Receivable shall have been be paid in full or repurchasedshall become a Purchased Receivable.
(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 automobile receivables comparable with the Receivables, to any prospective purchaser, lender or other transferee, the Servicer 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 Issuer and has been pledged to the Indenture TrusteeTrust.
(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 ’s records regarding any Receivable.
(h) Upon requestrequest at any time the Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement, 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Pooling and Servicing Agreement (Bank One Auto Securitization LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller Master 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Master Servicer shall deliver (or cause to be delivered) delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. In addition, the Seller and the Depositor hereby authorize the Issuer at any time and from time to time to prepare and file financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. The Indenture Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office or otherwise perfecting or reperfecting any security interest.
(b) Neither None of the Seller nor Seller, the Depositor or the Master Servicer shall change its name, identity identity, location 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 or otherwise seriously misleading within the meaning of ss. 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller Seller, the Depositor and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 daysfive Business Days' prior written notice of any relocation change in the jurisdiction of its principal executive office organization if, as a result of such relocationchange 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 (regardless of whether such a filing was ever made) statement, and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(d) The Master 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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.
(ei) The Master Servicer shall maintain its computer systems so that, from and after the time of sale of the Receivables under this Agreement of the ReceivablesAgreement, the Master Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and be coded to reflect that such Receivable is part of the portfolio of Receivables that is the subject of this Agreement and is owned by the Issuer and has been pledged to the Indenture TrusteeRegions Auto Receivables Trust 2003-
1. Indication of such Receivable's inclusion in the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in a Receivable portfolio shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Receivable shall have been paid in full or repurchasedpurchased or repurchased by the Master Servicer or the Seller, respectively, in accordance with the Basic Documents.
(ii) The Master Servicer shall deliver to the Issuer a computer file, microfiche list or printed list containing a list of all Receivables subject to this Agreement that is true, correct and complete in all material respects. Such file or list shall be marked as Schedule B to this Agreement, delivered to the Issuer as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement.
(f) If at any time the Seller Depositor or the Master Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables comparable with the Receivables, 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 Receivable, shall indicate clearly be identified by a code indicating that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.
(g) The Master Servicer shall permit the Indenture Trustee and its agents upon reasonable notice and at any time during normal business hours hours, which does not unreasonably interfere with the Master Servicer's normal operations or customer or employee relations, to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Receivable.
(h) Upon request, the Master Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five fifteen Business Days, (i) a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with Trust and (ii) a reconciliation of such list to the Schedule of Receivables and to each of the Master Servicer's Certificates furnished before prior to such request indicating removal of Receivables from the Trust.
(i) The Master Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in each of the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and or continuation statements have been executed and filedstatements, as applicable, that are necessary fully to perfect the interests security interest of each of the Owner Trustee Trust and the Indenture Trustee in the Receivables have been duly filed in the appropriate filing office in the state of Delaware and the fees and document taxes, if any, payable in connection with the filing of such financing statements or continuation statements have been paid in full, 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 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, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to fully 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 (B) no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1i) or (2ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Regions Auto Receivables Trust 2003-1)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Certificateholders and the interest of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) and cause NationsCredit Marine to deliver to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor nor the Servicer shall (and shall cause NationsCredit Marine not to) change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Depositor in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five 30 days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller The Depositor and the Servicer shall have an obligation to (and shall cause NationsCredit Marine to) give the Owner Trustee and the Indenture Trustee at least 60 30 days' prior written notice of any relocation of its principal chief executive office or location of any Receivables Files and related banks and records 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 (regardless of whether such a filing was ever made) statement, and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Marine Collection Account or RV Collection Account, as applicable, in respect of such Receivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this the Agreement of the ReceivablesReceivables to the Trustee, the Servicer'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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in ownership of a Receivable Receivable, on behalf of the Trust, shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Pooling and Servicing Agreement (Nationscredit Grantor Trust 1997-2)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading within the meaning of ss. 9-Section 9- 402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(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 comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1A) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (1) all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action filings or referring to prior Opinions of Counsel in which such details are given, or (B2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off 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 actions have been taken, and, if applicable, either (1) all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B2) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1A) or (2B) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Depositor or the Issuer's interests are no longer perfectedServicer, such actions or both, shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given [the Backup Servicer,] the Owner Trustee and the Indenture Trustee at least five sixty (60) days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate such amendments to any and all previously filed financing statements or continuation statements (so that or such new financing statements as may be necessary to continue the Lien perfection of the Issuer or interest of the Trust and the Indenture Trustee is not adversely affected)for the benefit of the Noteholders in the Receivables and the proceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give [the Backup Servicer,] the 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 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such 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 each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables to the Trust pursuant to this Agreement, the Servicer's ’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) Trust’s and the Indenture Trustee'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 such Receivable shall have been paid in full or repurchasedrepurchased by the Depositor or purchased by the Servicer.
(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 receivables comparable with the 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 Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) The Servicer shall permit [the Backup Servicer,] the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's ’s records regarding any Receivable.
(h) Upon requestIf 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 ’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Depositor and the Depositor shall deliver to [the Backup Servicer,] the Owner Trustee Trustee[, the Swap Counterparty] and the Indenture Trustee:
(1) promptly after the execution authorization and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed authorized and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the Receivables 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 perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year (beginning with the year 20[ ]), 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 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 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 (1i)(1) or (2i)(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 perfect preserve and protect such interest.
(j) The Seller Depositor 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 1 contract
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfector Servicer, and maintain perfection ofor both, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer and the interest Indenture Trustee for the benefit of the Indenture Trustee Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Payahead Account, the Yield Supplement 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 of the ReceivablesReceivables to the Issuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 any automobile or light- or medium-duty truck receivables comparable with the 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 Issuer and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 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 Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Issuer and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within ninety (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 Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) 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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 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.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Receivables Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller 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 or as shall be necessary to fully to presentpreserve, maintain, maintain and protect the interest of the Issuer Issuing Entity and the interest of the Indenture Trustee in the Receivables Conveyed Assets, [the Interest Rate Cap Agreement] and in the proceeds thereof. The Seller Issuing Entity hereby authorizes the filing of financing statements describing as the collateral covered thereby “all Sale and Servicing Agreement 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 Sale and Servicing Agreement. All financing statements filed or to be filed against in connection with this Sale and Servicing Agreement describing the Conveyed Assets shall contain a statement to the following effect: “A purchase of, or 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 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, Loan 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 or otherwise seriously misleading within the meaning of ss. under Section 9-402(7) 506 or 9-507 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least forty-five (45) days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller Depositor, the Issuing Entity and the Servicer Huntington shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' five (5) Business Days’ prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) statement, and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesLoans, and its principal executive office, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable Conveyed Asset accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such ReceivableConveyed Asset, including payments and Recoveries recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) to each Receivable such Conveyed Asset and the amounts from time to time deposited in the Collection Account in respect of each such ReceivableConveyed Asset.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale of the Conveyed Assets under this Agreement of the ReceivablesAgreement, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable Conveyed Asset shall indicate clearly the interest be coded to reflect that such Conveyed Asset is part of the Issuer (which interest has been acquired from portfolio of Loans that is the Seller) subject of this Agreement and is held by the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trusteefor Huntington Auto Trust 20[ ]-[ ]. Indication of such inclusion of a Conveyed Asset in the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 Conveyed Asset shall have been paid in full Paid In Full or repurchasedrepurchased or reallocated, as the case may be.
(f) If at any time the Seller Depositor or the Servicer Huntington shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables comparable with the Receivables, to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee if any, provides that any computer tapes, records or printouts (including any restored from backup archives) that, if they shall that refer in Sale and Servicing Agreement any manner whatsoever to any ReceivableConveyed Asset, shall indicate clearly that such Receivable Conveyed Asset has been sold and is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee, the Owner Trustee and its their agents and accountants upon reasonable notice and in a reasonable manner at any time during normal business hours hours, to inspect, audit and make copies of and abstracts from the Servicer's ’s records regarding any ReceivableConveyed Asset.
(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 Conveyed Assets (by contract Contract number and name of Loan Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and Conveyed Assets furnished prior to each of the Servicer's Certificates furnished before such request indicating removal of Receivables Conveyed Assets from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Huntington Funding, LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests Each of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Seller, as to itself, or the Issuer's interests are no longer perfectedServicer, such actions shall include but shall not be limited as to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In additionitself, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Certificateholders and the Trustee in its interest of the Indenture Trustee in the Receivables and the other Trust Assets and in the proceeds thereof. The Seller Each of the Seller, as to itself, or Servicer, as to itself, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee [Credit Enhancer] at least five [five] days' prior written notice thereof and, if applicablethereof, shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (so A) 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 Lien interest of the Issuer Trustee in the Receivables and the other Trust Assets, and reciting the details of such filings, or (B) stating that, in the Indenture Trustee is not adversely affected)opinion of such counsel, 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 and the Indenture Trustee [Credit Enhancer] at least 60 [60] days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and statement, shall promptly, if applicable, promptly file any such amendmentamendment and shall deliver an Opinion of Counsel (A) 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 (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 each office from which it shall service Receivables, and 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Certificate Account and Payahead 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 ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee CPS Auto Grantor Trust 199[ ]-[ ] in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 such Receivable shall have been paid in full or repurchased.
(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 comparable with the 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 (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 to and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust.
(g) The Servicer shall permit the Indenture Trustee Trustee, [the Standby Servicer] and the [Credit Enhancer] and its agents at any time during normal business hours to inspect, audit 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 Trustee, [the Standby Servicer] or to the Indenture Trustee[Credit Enhancer], within five [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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee[Credit Enhancer:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect 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 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 (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(j) The Seller shallFor 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 the extent required by applicable lawbe an original, cause the Certificates and all of which counterparts shall constitute but one and the Notes 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 CPS shall have been removed or replaced as Servicer for any reason, then CPS and/or the Servicer shall immediately cause each Certificate of Title for a Financed Vehicle to be registered with marked to reflect the Commission pursuant to Section 12(b) or Section 12(g) security interest of the Exchange Act within Trustee in the time periods specified in Financed Vehicle, and CPS hereby appoints the Trustee its attorney-in-fact to effect such sectionsmarking, and the Trustee hereby accepts such appointment. The appointment of the Trustee hereunder shall not operate to relieve CPS and/or the Servicer of its obligations to xxxx each Certificate of Title under this provision. CPS shall be liable for all costs, fees and expenses incurred under this Section 12.2(k).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Consumer Portfolio Services Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer and the interest Indenture Trustee for the benefit of the Indenture Trustee Noteholders in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days' prior written notice thereof andthereof, if applicablewith a copy to the Rating Agencies, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.all
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Payahead 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 conveyance under this Agreement of the ReceivablesReceivables to the Issuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(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 comparable with the 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 conveyed to and is owned by the Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 twenty (20) 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Issuer and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and (2) within 120 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 120-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 Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) 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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect such interest.necessary
(j) The Seller shall, to the extent required by applicable law, cause the Certificates Notes and the Notes Certificates 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 within the time periods specified in such sections.
(k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed 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.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Ford Motor Credit Co)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller Company shall execute and file such financing statements prepared by the Servicer and Servicer shall cause to be executed executed, filed, recorded and filed registered such continuation statementsand other statements or documents, all in such manner and in such places as may be required by law or deemed reasonably necessary by the Controlling Party fully to presentpreserve, maintain, maintain and protect the interest of the Issuer Trust, the Insurer and the interest of the Indenture Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereofthereof against all other Persons. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Indenture Trustee Insurer file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration or filing. Triad and the Company shall cooperate fully with the Servicer in connection with the obligations set forth above and shall execute any and all documents reasonably required to fulfill the intent of this SECTION 11.2(a).
(b) Neither the Seller Company nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might would make any financing statement or continuation statement filed in accordance with paragraph SECTION 11.2
(a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) the applicable provisions of the UCC (regardless of whether such a filing was ever made)or any title statute, unless it shall have given the Owner Trustee Trustee, the Insurer and the Indenture Trustee at least five days' sixty (60) days prior written notice thereof andthereof, if applicable, shall have timely filed and promptly file appropriate amendments to any and all previously filed financing statements or and continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller Company and the Servicer shall have an obligation to give the Owner Trustee Trustee, the Insurer and the Indenture Trustee at least 60 days' sixty (60) days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesAgreement, the Servicer's master computer records (including any backup archives) that refer to a any Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 become a Purchased Receivable, purchased in accordance with Section 10.1(a) hereof, a replaced Receivable, or shall have been paid in full or repurchasedfull.
(f) If at any time the Seller Company or the Servicer shall propose proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables comparable with (other than the 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 Issuer and has been pledged to the Indenture Trustee.
Trust (g) The Servicer unless such Receivable 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 become a Purchased 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 Trustreplaced Receivable, 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.
(i) The Servicer or shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee paid in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect such interestfull).
(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 1 contract
Samples: Sale and Servicing Agreement (Triad Financial Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Certificateholders and the interest of the Indenture Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer.
(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 Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five 60 days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)thereof.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its their principal executive office offices if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Seller and the Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 know, as of the most recent monthly calculation, the status of such Receivable, including payments payments, Liquidation Proceeds 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 of the ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 be paid in full or repurchasedshall become a Purchased Receivable.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, motor vehicle retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to the Indenture TrusteeTrust.
(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 Servicer, at its expense, shall furnish to the Owner Trustee or to the Indenture Trustee, within five 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 each Schedule of Receivables and to each of the Servicer's Certificates Certificate furnished before such request pursuant to Section 3.9 indicating removal of Receivables from the Trust.
(ih) The Servicer shall deliver to the Owner Trustee upon the Closing Date, upon the date which is 60 months after the initial filings required hereunder to perfect the security interest of the Trustee and the Indenture Trustee:
(1) promptly after upon the execution and delivery of each amendment, if any, of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel to the Servicer either (Ax) stating that, in the opinion of such counsel, all actions have been taken that no filings or other action, other than the filings required in the appropriate filing offices as described in such opinion, are necessary fully to perfect and maintain (i) the interests security interest of the Owner Trustee in the Financed Vehicles, subject to certain exceptions stated therein, and (ii) the Indenture interest of the Trustee in the Receivables, the Dealer Agreements or the Dealer Assignments and in each case the proceeds thereof against third parties, subject to certain exceptions stated therein, and reciting the details of such action -77- filings or referring to prior Opinions of Counsel in which such details are given, or (By) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest; and
(2) within 90 days after or continue the beginning perfected status of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Pooling and Servicing Agreement (First Security Bank Na)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file file, or cause to be executed and 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 presentpreserve, maintain, and protect the interest of the Issuer Certificateholders, the Certificate Insurer and the interest of the Indenture Trustee 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 Indenture Trustee Certificate 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it the Seller or Servicer shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments (or cause to any and all previously filed be filed) UCC financing statements or continuation statements (so that the Lien upon any of the Issuer or the Indenture Trustee is not adversely affected)stated events.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement (regardless or new financing statement within the period of whether such a filing was ever made) time necessary fully to preserve and shall promptly, if applicable, file any such amendmentprotect the interest of the Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 of the ReceivablesReceivables to the Trustee, the Servicer'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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.
(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 comparable with the 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 Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its the Certificate Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any ReceivableReceivable to the extent permitted by applicable banking, privacy and other laws limiting such access.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or and to the Indenture TrusteeCertificate Insurer, 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeCertificate Insurer:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto and at the time of any merger, consolidation or succession of the Seller or the Servicer, an Opinion of Counsel either (Aa) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests first priority perfected security interest of the Owner Trustee and the Indenture Trustee 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or ; and
(2) above shall specify any action necessary (by December 31 of each calendar year beginning December 31, 1997, an Opinion of Counsel, dated as of a date during the date 90-day period ending on such date, either (a) stating that, in the opinion of such opinion) counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to be taken preserve and protect the first priority perfected security interest of the Trustee in the following year Receivables, and reciting the details of such filings or referring to perfect 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.
(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 1 contract
Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary to perfectexecute, file, record and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file register such financing statements and cause to be executed executed, filed, recorded and filed registered such continuation statementsand other statements or documents, all in such manner and in such places as may be required by law fully to presentpreserve, maintain, maintain and protect the interest of the Issuer Trust and the interest of the Indenture Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration or filing. Paragon and the Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and shall execute any and all documents reasonably required to fulfill the intent of this Section 10.2(a).
(b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Servicer in accordance with paragraph (aSection 10.2(a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) the applicable provisions of the UCC (regardless of whether such a filing was ever made)or any title statute, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' 30 days prior written notice thereof andthereof, if applicable, and shall have timely filed promptly file appropriate amendments to any and all previously filed financing statements or and continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' 30 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesAgreement, the Servicer's master computer records (including any backup archives) that refer to a any Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 become a Purchased Receivable or shall have been paid in full or repurchasedfull.
(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 receivables comparable with (other than the 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 Issuer and has Trust (unless such Receivable shall become a Purchased Receivable or shall have been pledged to the Indenture Trusteepaid in full).
(g) The Upon reasonable notice, the Servicer shall permit the Indenture Trustee Trustee, [the Backup Servicer,] the Seller and its agents their respective agents, at any time during normal business hours to inspect, audit inspect and make copies of and abstracts from the Servicer's records regarding any ReceivableReceivables or any other portion of the Trust Property.
(h) Upon request, the The Servicer shall furnish to the Owner Trustee or to Trustee, the Indenture Trustee[, the Backup Servicer] and the Seller upon request within five Business Daysa reasonable period of time the Schedule of Receivables, a list of all setting forth the Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to . The Indenture Trustee shall hold the Schedule of Receivables and for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trustconduct an examination.
(i) The Seller and the Servicer (or the applicable party in the case of Section 10.2(b) or (c)) shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after Trustee simultaneously with the execution and delivery of this Agreement and of each amendment theretothereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 10.2(b) or (c), an Opinion of Counsel either (Ai) stating that, in the opinion of such counsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action filing or referring to prior Opinions of Counsel in which such details are given, given or (Bii) stating that, in the opinion of such counsel, no such action shall be is necessary to perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements preserve and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Paragon Auto Receivables Corp)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary cause to perfect, be executed and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Certificateholders and the interest of the Indenture Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer.
(b) Neither None of the Depositor, 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 by the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Depositor, the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Collateral Agent at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(d) The Servicer shall maintain or cause to be maintained 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 recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and Payahead Account in respect of such Receivable.
(e) The Servicer shall maintain and shall cause any subservicer to maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trustee, the Servicer's and any subservicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in ownership of a Receivable shall be deleted from or modified on the Depositor's, the Seller's, the Servicer's and any subservicer's computer systems when, and only when, the related Receivable shall have been be paid in full or repurchasedshall become a Purchased Receivable.
(f) If at any time the Seller Seller, the Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automobile receivables comparable with the Receivables, to any prospective purchaser, lender or other transferee, the Servicer Servicer, shall give or cause to be given 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 Issuer and has been pledged to the Indenture TrusteeTrust.
(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 or any subservicer's records regarding any Receivable.
(h) Upon requestrequest at any time the Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement, 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within 120 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 120-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 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 (1l) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Pooling and Servicing Agreement (Mellon Auto Grantor Trust 2000-1)
Protection of Title to Trust. (a) The Seller shall take all actions necessary Each of the Depositor, as to perfectitself, and maintain perfection ofthe Servicer, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfectedas to itself, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Certificateholders, the Trustee [and the Certificate Insurer] in its interest of the Indenture Trustee in the Receivables and the other Trust Assets and in the proceeds thereof. The Seller Each of the Depositor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Owner Trustee [and the Indenture Trustee Certificate 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 Depositor 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 in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee Trustee, [the Certificate Insurer] and the Indenture Trustee other party at least five thirty days' prior written notice thereof and, if applicablethereof, shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (so A) 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 Lien interest of the Issuer Trustee in the Receivables and the other Trust Assets, and reciting the details of such filings, or (B) stating that, in the Indenture Trustee is not adversely affected)opinion of such counsel, 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 Trustee, the Certificate Insurer and the Indenture Trustee other party at least 60 thirty days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and statement, shall promptly, if applicable, promptly file any such amendmentamendment and shall deliver an Opinion of Counsel (A) 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 (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 each office from which it shall service Receivables, and 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Certificate Account and Payahead 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 ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee Long Beach Acceptance Auto Receivables Trust 20__-_ in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 such Receivable shall have been paid in full or repurchased.
(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 comparable with the 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 (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 to and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust.
(g) The Servicer shall shall, upon reasonable notice, permit the Indenture Trustee Depositor, the Trustee, the Back-up Servicer [and the Certificate Insurer] and its agents at any time during normal business hours to inspect, audit 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 Depositor, the Trustee, the Back-up Servicer or to [the Indenture TrusteeCertificate Insurer], 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.
(i) The Servicer shall deliver to the Owner Trustee [and the Indenture TrusteeCertificate Insurer]:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest; and 105
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the [Initial] 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 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 (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(j) The Seller shallFor 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 the extent required by applicable lawbe an original, cause the Certificates and all of which counterparts shall constitute but one 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 sectionssame instrument.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Acceptance Corp)
Protection of Title to Trust. (a) The Seller Depositor shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Issuing Entity and the interest of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged sold to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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 repurchasedIssuing Entity.
(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 comparable with the 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 Issuer Issuing 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.
(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.
(ih) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1A) promptly after the execution and delivery of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (1) all actions financing statements and continuation statements have been taken filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee 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 (2) 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
(B) on or before March 31, in each calendar year, beginning in 20[__], an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (1) 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 (2) no such action shall be necessary to perfect 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 (1A)(2) or (2B)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(ji) The Seller Depositor 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.
(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 1 contract
Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the right, title and interest of the Issuer and the interest interests of the 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 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 or otherwise seriously misleading within the meaning of ss. 9-402(7) applicable provisions of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office or its "location" as defined in Section 9-307 of 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Bank One, as Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(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 equipment receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect 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 Initial 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 Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) 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 (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (CNH Capital Receivables Inc)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading insufficient within the meaning of ss. Section 9-402(7) 503 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.. 44 (2013-A Sale and Servicing Agreement)
(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 motor vehicle receivables comparable with the 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 Issuer 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 to inspect, audit and make copies of and abstracts from the Servicer's ’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.
(i) The Upon request, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions financing statements and continuation statements have been taken filed that are necessary to fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(ii) 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, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been filed that are necessary to fully 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 (B) no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2013-A)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Issuer, the Securityholders, the Indenture Trustee, the Co-Owner Trustee and the interest of the Indenture Trustee Insurer in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Co-Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Insurer, the Co-Owner Trustee and the Indenture Trustee at least five 60 days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)thereof.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Insurer, the Co-Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its the principal executive office 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account and the Payahead Account in respect of such ReceivableContract.
(e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesContracts to the Issuer, the Servicer's master computer records (including any backup archives) that shall refer to a Receivable shall Contract indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, automotive 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 Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Owner Trustee, the Co-Owner Trustee, the Indenture Trustee and its agents the Insurer and their respective agents, at any time during normal business hours hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any ReceivableContract.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to Trustee, the Co-Owner Trustee, the Indenture TrusteeTrustee and the Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) Contracts then held as part of the TrustTrust Property, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer's Certificates Distribution Date Statements furnished before such request indicating removal of Receivables Contracts from the Trust.
(i) The Servicer shall deliver to the Co-Owner Trustee, the Indenture Trustee and the Indenture TrusteeInsurer:
(1i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Issuer and the Indenture Trustee in the Receivables Contracts, 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 perfect preserve and protect such interest. Each ; and
(ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date an Opinion of Counsel, dated as of a date during such 90-day period, 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 Issuer and the Indenture Trustee in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel referred to in clause (1) which such details are given or (2B) above shall specify any action necessary (as of stating that, in the date opinion of such opinion) counsel, no such action shall be necessary to be taken in the following year to perfect 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 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.
(k) 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 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfector Servicer, and maintain perfection ofor both, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7506(b) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office or of any change in its jurisdiction of organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office and its 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 any automobile or sports-utility vehicle receivables comparable with the 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 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 that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 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 Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year commencing in the year 2002, 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 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 (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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Owner Trust 2001-3)
Protection of Title to Trust. (a) The Seller shall take all actions necessary Each of the Depositor, as to perfectitself, and maintain perfection ofthe Servicer, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfectedas to itself, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Certificateholders and the Trustee in its interest of the Indenture Trustee in the Receivables and the other Trust Assets and in the proceeds thereof. The Seller Each of the Depositor, as to itself, and the Servicer, as to itself, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller Depositor 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 in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Certificate Insurer at least five days' prior written notice thereof and, if applicablethereof, shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (so A) 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 Lien interest of the Issuer Trustee in the Receivables and the other Trust Assets, and reciting the details of such filings, or (B) stating that, in the Indenture Trustee is not adversely affected)opinion of such counsel, 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 and the Indenture Trustee Certificate Insurer at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and statement, shall promptly, if applicable, promptly file any such amendmentamendment and shall deliver an Opinion of Counsel (A) 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 (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 each office from which it shall service Receivables, and 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Certificate Account and Payahead 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 ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee CPS Grantor Trust 1998-1 in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 such Receivable shall have been paid in full or repurchased.
(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 comparable with the 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 (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 to and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust.
(g) The Servicer shall permit the Indenture Trustee Depositor, the Trustee, the Standby Servicer and the Certificate Insurer and its agents at any time during normal business hours to inspect, audit 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 Depositor, the Trustee, the Standby Servicer or to the Indenture TrusteeCertificate Insurer, 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeCertificate Insurer:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto and after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect 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 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 (i) (1) or (i) (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(j) The Seller shallFor 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 the extent required by applicable lawbe an original, cause the Certificates and all of which counterparts shall constitute but one and the Notes 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 CPS shall have been removed or replaced as Servicer for any reason, then CPS and/or the Servicer shall immediately cause each Certificate of Title for a Financed Vehicle to be registered with marked to reflect the Commission pursuant to Section 12(b) or Section 12(g) security interest of the Exchange Act within Trustee in the time periods specified in Financed Vehicle, and CPS hereby appoints the Trustee its attorney-in-fact to effect such sectionsmarking, and the Trustee hereby accepts such appointment. The appointment of the Trustee hereunder shall not operate to relieve CPS and/or the Servicer of its obligations to xxxx each Certificate of Title under this provision. CPS shall be liable for all costs, fees and expenses incurred under this Section 12.2(k).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Securities Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfector Servicer, and maintain perfection ofor both, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee 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 identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller or the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office or of any change in its jurisdiction of organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, office and its 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 any automobile or sports-utility vehicle receivables comparable with the 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 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 that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 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 Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year commencing in the year 2001, 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 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 (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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Owner Trust 2001 2)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Certificateholders and the interest of the Indenture Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer.
(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 Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five 60 days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)thereof.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its their principal executive office offices if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Seller and the Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 know, as of the most recent monthly calculation, the status of such Receivable, including payments payments, Liquidation Proceeds 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 of the ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 be paid in full or repurchasedshall become a Purchased Receivable.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, motor vehicle retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to the Indenture TrusteeTrust.
(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 Servicer, at its expense, shall furnish to the Owner Trustee or to the Indenture Trustee, within five 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 each Schedule of Receivables and to each of the Servicer's Certificates Certificate furnished before such request pursuant to Section 3.9 indicating removal of Receivables from the Trust.
(ih) The Servicer shall deliver to the Owner Trustee upon the Closing Date, upon the date which is 60 months after the initial filings required hereunder to perfect the security interest of the Trustee and the Indenture Trustee:
(1) promptly after upon the execution and delivery of each amendment, if any, of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel to the Servicer either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (Bx) stating that, in the opinion of such counsel, no filings or other action, other than the filings required in the appropriate filing offices as described in such action shall be opinion, are necessary to perfect such interest; and
and maintain (2i) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests security interest of the Owner Trustee and the Indenture Trustee in the Receivables Financed Vehicles, subject to certain exceptions stated therein, and (ii) the interest of the Trustee in the Receivables, the Dealer Agreements or the Dealer Assignments and in each case the proceeds thereof against third parties, subject to certain exceptions stated therein, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (By) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion or continue the perfected status of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Pooling and Servicing Agreement (First Security Corp /Ut/)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading insufficient within the meaning of ss. Section 9-402(7) 503 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.
(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 motor vehicle receivables comparable with the 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 Issuer 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 to inspect, audit and make copies of and abstracts from the Servicer's ’s records regarding any Receivable.. 45 (2012-B Sale and Servicing Agreement)
(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.
(i) The Upon request, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions financing statements and continuation statements have been taken filed that are necessary to fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(ii) 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, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been filed that are necessary to fully 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 (B) no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2012-B)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests Each of the Owner Trustee Seller and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Servicer or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to presentpreserve, maintain, maintain and protect the interest interests of the Issuer Certificateholders, the Letter of Credit Bank, if any, and the interest of Trustee under the Indenture Trustee Agreement in the Receivables and in the proceeds thereof. The Each of the Seller and the Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 by the Seller in accordance with paragraph (aSection 21.02(a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Letter of Credit Bank, if any, at least five 60 days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Letter of Credit Bank, if any, at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account Accounts and any Payments Ahead held by the Servicer in respect of such Receivable.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this the Agreement of the ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup back-up archives) that refer to a any Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee particular grantor trust in such Receivable and that such the Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 has been paid in full full, repurchased or repurchasedassigned pursuant to the Agreement.
(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 motor vehicle receivables comparable with the 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 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 Issuer and Trustee unless such Receivable has been pledged paid in full, repurchased or assigned pursuant to the Indenture TrusteeAgreement.
(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 ReceivableReceivables then or previously included in the Trust.
(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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (Ai) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (Bii) stating that, in the opinion of such counselCounsel, no such action shall be is necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 sectionsSections.
(k) The 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.
Appears in 1 contract
Samples: Standard Terms and Conditions Agreement (Honda Auto Receivables 1996-a Grantor Trust)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller Master 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 presentpreserve, maintain, maintain and protect the perfection and priority of the interest of the Issuer Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the interest of the Indenture Trustee Insurer in the Receivables Contracts and in the proceeds thereof. The Seller Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither WFS, 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 (aSection 10.02(a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 507 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least five 60 days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of WFS, the Seller and the Master Servicer shall have an obligation to give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States of AmericaStates.
(d) The Master 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ReceivablesContracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Receivable shall Contract indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) ownership of and the Indenture Trustee's interest in a Receivable Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Receivable Contract shall have been paid in full or repurchasedrepurchased or shall have become a Liquidated Contract.
(f) If at any time the Seller Seller, the Master Servicer or the Servicer a Subservicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, automotive retail installment sales contracts to any prospective purchaser, lender or other transferee, the Master 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 Issuer and has been pledged to the Indenture Trustee.
(g) The Master Servicer shall permit the Owner Trustee, the Indenture Trustee and the Insurer and its agents agents, at any time during normal business hours hours, to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any ReceivableContract.
(h) Upon request, the Master Servicer shall furnish to the Owner Trustee or to Trustee, the Indenture TrusteeTrustee and the Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) Contracts then held as part of the TrustTrust Estate, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer's Certificates Distribution Date Statements furnished before such request indicating removal of Receivables Contracts from the TrustIssuer.
(i) The Master Servicer shall deliver to the Owner Trustee and Trustee, the Indenture Trustee, each Rating Agency and the Insurer:
(1i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken the Indenture Trustee holds a perfected security interest in the Contracts, that are necessary fully the Issuer holds title to perfect the interests Contracts subject to the security interest of the Owner Indenture Trustee and the Indenture Trustee in lien of the ReceivablesInsurer pursuant to the Insurance Agreement, and reciting that the details of such action or referring Insurer holds a lien on the Contracts under the Insurance Agreement, subject 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 perfect such interestapplicable subordination; and
(2ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Off 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 actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables Contracts, 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 perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (WFS Receivables Corp)
Protection of Title to Trust. (a) The Seller Depositor shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or otherwise seriously misleading within the meaning of ss. 9-Section 9- 402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Payahead 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(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) (marine) (recreational vehicle) receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto and on certain Distribution Dates as required by Section 2.05(b)(x)(B), an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect preserve and protect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off 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 actions have been taken, and, if applicable, either (A) all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(j) The Seller Depositor 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 1 contract
Samples: Sale and Servicing Agreement (Morgan Stanley Abs Capital Ii Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Certificateholders and the interest of the Indenture Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer.
(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 Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five 60 days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)thereof.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its their principal executive office offices if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Seller and the Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 know, as of the most recent monthly calculation, the status of such Receivable, including payments payments, Liquidation Proceeds and Recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between -77- 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 of the ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 be paid in full or repurchasedshall become a Purchased Receivable.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, motor vehicle retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to the Indenture TrusteeTrust.
(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 Servicer, at its expense, shall furnish to the Owner Trustee or to the Indenture Trustee, within five 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 each Schedule of Receivables and to each of the Servicer's Certificates Certificate furnished before such request pursuant to Section 3.9 indicating removal of Receivables from the Trust.
(ih) The Servicer shall deliver to the Owner Trustee upon the Closing Date, upon the date which is 60 months after the initial filings required hereunder to perfect the security interest of the Trustee and the Indenture Trustee:
(1) promptly after upon the execution and delivery of each amendment, if any, of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel to the Servicer either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (Bx) stating that, in the opinion of such counsel, no filings or other action, other than the filings required in the appropriate filing offices as described in such action shall be opinion, are necessary to perfect such interest; and
and maintain (2i) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests security interest of the Owner Trustee and the Indenture Trustee in the Receivables Financed Vehicles, subject to certain exceptions stated therein, and (ii) the interest of the Trustee in the Receivables, the Dealer Agreements or the Dealer Assignments and in each case the proceeds thereof against third parties, subject to certain exceptions stated therein, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (By) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion or continue the perfected status of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Pooling and Servicing Agreement (First Security Bank Na)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Depositor or the Issuer's interests are no longer perfectedServicer, such actions or both, shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Backup Servicer, the Owner Trustee and the Indenture Trustee at least five sixty (60) days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate such amendments to any and all previously filed financing statements or continuation statements (so that or such new financing statements as may be necessary to continue the Lien perfection of the Issuer or interest of the Trust and the Indenture Trustee is not adversely affected)for the benefit of the Noteholders in the Receivables and the proceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Backup Servicer, the 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 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such 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 each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables to the Trust pursuant to this Agreement, the Servicer's ’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) Trust’s and the Indenture Trustee'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 such Receivable shall have been paid in full or repurchasedrepurchased by the Depositor or purchased by the Servicer.
(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 receivables comparable with the 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 Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) The Servicer shall permit the Backup Servicer, the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's ’s records regarding any Receivable.
(h) Upon requestIf 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 ’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Backup Servicer, the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution authorization and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed authorized and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the Receivables 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 perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year (beginning with the year 2012), 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 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 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 (1i)(1) or (2i)(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 perfect preserve and protect such interest.
(j) The Seller Depositor 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 1 contract
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2012-1)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfector Servicer, and maintain perfection ofor both, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Payahead Account in respect of such Receivableand the Yield Supplement Account.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 any automobile or sports-utility vehicle receivables comparable with the 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 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 that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 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 Schedule Schedules of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year commencing in the year 2001, 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 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 (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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Receivables Trust)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged sold to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(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 comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(ih) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1A) promptly after the execution and delivery of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (1) all actions financing statements and continuation statements have been taken filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee 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 (2) no such action shall be necessary to preserve and protect such interest; and
(B) on or before March 31, in each calendar year, beginning in 2004, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (1) 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 (2) no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1A) or (2B) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(ji) 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.
(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 1 contract
Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfectfile (and if required, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file 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 presentpreserve, maintain, and protect the interest of the Issuer Issuing Entity and the interest interests of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate new financing statements and/or amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' days prior written notice of any relocation of its principal executive office 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statements as the case may be. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive officejurisdiction 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee. Indication of the IssuerIssuing Entity's interest (which interest has been acquired from the Seller) 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.
(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 equipment receivables comparable with the 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 Issuer Issuing 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect preserve and protect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates 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 1 contract
Samples: Sale and Servicing Agreement (John Deere Owner Trust 2006)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee Servicer or the Issuer specified in the immediately preceding sentence, the Seller both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to presentpreserve, maintain, maintain and protect the interest of the Issuer Trust, the Trustee and the interest of the Indenture Trustee Security Insurer under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Seller or the Servicer or both shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee Security Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(ba) 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 by the Seller in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least five days' 60 days prior written notice thereof andthereof, if applicable, and shall have timely filed promptly file appropriate amendments to any and all previously filed financing statements or and continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(cb) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Security Insurer at least 60 days' days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup archives) that refer to a any Receivable shall indicate clearly (with reference to the interest of particular grantor trust) that the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 has been paid in full or repurchasedrepurchased by the Seller or the Servicer.
(fe) 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 receivables comparable with the 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 Issuer and Trust unless such Receivable has been pledged to paid in full or repurchased by the Indenture TrusteeSeller or the Servicer.
(gf) The Servicer shall permit the Indenture Trustee Trustee, the Backup Servicer, the Security Insurer, the Seller and its agents 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 ReceivableReceivables or any other portion of the Trust Property.
(hg) Upon request, the The Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Daysthe Backup Servicer, the Seller and the Security Insurer at any time upon request 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. 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.
(ih) The Seller and the Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after Security Insurer simultaneously with the execution and delivery of this Agreement and of each amendment theretothereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to Section 13.2(b) or (c), an Opinion of Counsel either (Aa) stating that, in the opinion of such counselCounsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the ReceivablesReceivables and the other Trust Property, and reciting the details of such action filing 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 is necessary to perfect preserve and protect such interest; and, or (c) stating in the opinion of such counsel, any action which is necessary to preserve and protect such interest during the following 12-month period.
(2i) The Servicer shall deliver to the Trustee and the Security Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off DateJanuary 1, 1997, an Opinion of Counsel, dated as of a date during such 90-day period, either (Aa) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests Each of the Owner Trustee Transferor and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfectedOriginator, such actions shall include but shall not be limited as to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In additionitself, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Noteholders, the Note Insurer and the interest of the Indenture Trustee Trust Collateral Agent in the Receivables and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller Each of the Transferor and the Originator, as to itself, shall deliver (or cause to be delivered) to the Owner Trustee Trust Collateral Agent and the Indenture Trustee Note 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 Originator nor the Servicer Transferor 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 Transferor or the Originator in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. [Section 9-402(7) )] of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee Trust Collateral Agent and the Indenture Trustee Note Insurer at least five fifteen days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (so A) stating that, in the opinion of such counsel, all amendments to all previously filed financing 115 statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Issuer Trust Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or (B) stating that, in the Indenture Trustee is not adversely affected)opinion of such counsel, no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller Transferor and the Servicer Originator shall have an obligation to give the Owner Trustee Trust Collateral Agent and the Indenture Trustee Note Insurer at least 60 days' prior written notice of any relocation of its principal executive office 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment and shall have delivered an Opinion of Counsel (A) 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 Collateral Agent in the Receivables and the other Trust Property, and reciting the details of such filings or (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 each office from which it shall service Receivables, and 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly (including by means of tagging) the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee Trust in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.
(f) . If at any time the Seller Originator or the Transferor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables comparable with the 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 Issuer and has been pledged to the Indenture TrusteeTrust.
(gf) The Upon reasonable prior notice, the Servicer shall permit the Indenture Trustee Trust Collateral Agent, the Note Insurer and its their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any Receivable; provided, that such inspection and audit shall not unreasonably interfere with the Servicer's daily business operations.
(hg) Upon request, the Servicer shall furnish to the Owner Trustee or to Trust Collateral Agent and the Indenture TrusteeNote Insurer, within five Business Days, a list of all Receivables (by contract account number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule schedule of Receivables attached hereto as Schedule A and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(ih) The Servicer shall deliver to the Owner Trustee Trust Collateral Agent and the Indenture TrusteeNote Insurer:
(1) promptly after upon the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions financing statements (and releases of financing statements) and continuation statements have been taken filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee Trust Collateral Agent in the Receivables, and reciting the details of such action the 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 perfect preserve and protect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicableCounsel, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee Trust Collateral Agent 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest. Each Such Opinion of Counsel referred shall also describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to in clause (1) or (2) above shall specify any action necessary (as preserve and protect the interest of the date of such opinion) to be taken Trust Collateral Agent in the Receivables, until January 30 in the following year to perfect such interestcalendar year.
(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 1 contract
Samples: Sale and Servicing Agreement (United Fidelity Finance LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 present, maintain, and protect the interest of the Issuer and the interest of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made), unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected).
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90120-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect such interest.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates 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 1 contract
Samples: Sale and Servicing Agreement (Caterpillar Financial Funding Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests Each of the Owner Trustee Transferor and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfectedBVAC, such actions as to itself, shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Noteholders, to the extent expressly set forth herein or the other Basic Documents, the Insurer and the interest of the Indenture Trustee in the Receivables and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller Each of the Transferor and BVAC, as to itself, shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Indenture Trustee 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 BVAC nor the Servicer Transferor 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 Transferor or BVAC in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 507 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Indenture Trustee and the Indenture Trustee Insurer at least five 60 days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (so A) 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 Lien interest of the Issuer or the Indenture Trustee is not adversely affected)in the Receivables and the other Trust Property, and reciting the details of such filings or (B) 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 Transferor and the Servicer BVAC shall have an obligation to give the Owner Indenture Trustee and the Indenture Trustee Insurer at least 60 days' prior written notice of any relocation of its principal executive office office, or state of incorporation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment and shall have delivered an Opinion of Counsel (A) 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 Indenture Trustee in the Receivables and the other Trust Property, and reciting the details of such filings or (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 each office from which it shall service Receivables, and 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Trust and Servicing Agreement (Bay View Transaction Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file file, or cause to be executed and 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 presentpreserve, maintain, and protect the interest of the Issuer Certificateholders, the Certificate Insurer and the interest of the Indenture Trustee 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 Indenture Trustee Certificate 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 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 (aSection 12.2(a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it the Seller or Servicer shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments (or cause to any and all previously filed be filed) UCC financing statements or continuation statements (so that the Lien upon any of the Issuer or the Indenture Trustee is not adversely affected)stated events.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement (regardless or new financing statement within the period of whether such a filing was ever made) time necessary fully to preserve and shall promptly, if applicable, file any such amendmentprotect the interest of the Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 of the ReceivablesReceivables to the Trustee, the Servicer'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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 repurchasedrepurchased or purchased hereunder.
(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 comparable with the 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 Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its the Certificate Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any ReceivableReceivable to the extent permitted by applicable banking, privacy and other laws limiting such access.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or and to the Indenture TrusteeCertificate Insurer, 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeCertificate Insurer:
(1) . promptly after the execution and delivery of this Agreement and of each amendment theretohereto and at the time of any merger, consolidation or succession of the Seller or the Servicer, an Opinion of Counsel either (Aa) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests first priority perfected security interest of the Owner Trustee and the Indenture Trustee 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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.; and
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest interests of the Issuer Issuer, the Securityholders[, the [Swap][Cap] Counterparty] and the interest of the Indenture Trustee in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral.
(b) Neither the Seller Seller, the Trust 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 or otherwise Section 4.02 seriously misleading within the meaning of ss. § 9-402(7) 507 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least five 30 days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer Trust Depositor shall have an obligation to give the Issuer, the Owner Trustee and the Indenture Trustee at least 60 30 days' ’ prior written notice of any relocation change in its state of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentincorporation. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 Receivableeach Contract.
(e) The Servicer shall maintain or cause to be maintained its computer systems so that, from and after the time of sale transfer under this Agreement of the ReceivablesContracts, 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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) ’s ownership of and the Indenture Trustee's ’s interest in a Receivable Contract shall be deleted from or modified on the Servicer's ’s computer systems when, and only when, the related Receivable Contract shall have been paid in full or repurchasedreacquired or, in the case of the Indenture Trustee’s interest, when the Indenture shall have been discharged.
(f) If at any time the Seller Trust Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, promissory notes and security agreements 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 transferred and is owned by the Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Owner Trustee and its agents agents, at any time during normal business hours hours, to inspect, audit and make copies of and abstracts from the Servicer's ’s records regarding any ReceivableContract.
(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) Contracts then held as part of the TrustTrust Estate, together with a reconciliation of such list to the Schedule List of Receivables Contracts and to each of the Servicer's Certificates most recent Monthly Report furnished before such request indicating any removal of Receivables Contracts from the TrustTrust Corpus.
(i) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee:
(1) each Rating Agency, promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Harley-Davidson Customer Funding Corp.)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer and Class A Noteholders, the interest of Class A Insurer, the Indenture Trustee and the Trust Collateral Agent in the Receivables Dealer Loans and the related Contracts and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller shall deliver (or cause to be delivered) to the Owner Trustee Trust Collateral Agent and the Indenture Trustee Class A Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither None of the Originator, the Seller nor the Servicer shall change its name, identity identity, state of incorporation or formation 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 or otherwise seriously misleading within the meaning of ss. §9-402(7) 506 or §9-507 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee Trust Collateral Agent and the Indenture Trustee Class A Insurer at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of The Seller, the Seller Originator and the Servicer shall have an obligation to give the Owner Trustee Trust Collateral Agent and the Indenture Trustee Class A Insurer at least 60 days' ’ prior written notice of any relocation of its principal executive office or change of its state of incorporation or formation if, as a result of any 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Unless otherwise permitted by the Class A Insurer, the Servicer shall at all times maintain each office from which it shall service Receivablesthe Dealer Loans and the related Contracts, and its principal executive office, within the United States of America.
(d) The Servicer shall maintain accounts and records as to each Receivable Dealer Loan and Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ReceivableDealer Loan and Contract, including payments and Recoveries recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable Dealer Loan and Contract and the amounts from time to time deposited in the Collection Account in respect of such ReceivableDealer Loan and Contract.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesDealer Loans and the related Contracts to the Trust, the Servicer's ’s master computer records (including any backup back-up archives) that refer to a Receivable Dealer Loan or Contract shall indicate clearly (including by means of tagging) the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee Trust in such Receivable Dealer Loan or Contract and that such Receivable Dealer Loan or Contract is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in Trust’s ownership of a Receivable Dealer Loan or Contract shall be deleted from or modified on the Servicer's ’s computer systems when, and only when, the related Receivable Dealer Loan or Contract shall have been paid in full or repurchased.
(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 comparable with the 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 ReceivableDealer Loan or Contract, shall indicate clearly (including by means of tagging) that such Receivable Dealer Loan or Contract has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrust.
(g) The Servicer shall shall, upon reasonable prior notice, permit the Indenture Trustee Trust Collateral Agent, the Class A Insurer and its their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer's ’s records regarding any ReceivableDealer Loan or Contract at the office of the Servicer in a reasonable manner.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to Trust Collateral Agent, the Indenture TrusteeTrustee and the Class A Insurer, within five twenty Business Days, a list of all Receivables Dealer Loans and Contracts (by agreement or contract number and name of Dealer or Obligor) then held as part of the Trust, together with a reconciliation of such list to the schedule of Dealer Loans, Dealer Agreements and Contracts attached hereto as Schedule of Receivables A and to each of the Servicer's ’s Certificates furnished before such request indicating removal of Receivables Dealer Loans or Contracts from the Trust.
(i) The Servicer Seller shall deliver to the Owner Trust Collateral Agent, the Indenture Trustee and the Indenture TrusteeClass A Insurer:
(1) promptly after upon the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions financing statements (and releases of financing statements) and continuation statements have been taken filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Indenture Trustee and the Indenture Trustee Trust Collateral Agent in the ReceivablesDealer Loans and the related Contracts, and reciting the details of such action 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 perfect preserve and protect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicableCounsel, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Indenture Trustee and the Indenture Trustee Trust Collateral Agent in the Receivables Dealer Loans and the related Contracts, 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 counselCounsel, no such action shall be necessary to perfect preserve and protect such interest. Such Opinion of Counsel shall also describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to preserve and protect the interest of the Indenture Trustee and the Trust Collateral Agent in the Dealer Loans and the related Contracts, until the 90th day in the following calendar year. Each Opinion of Counsel referred to in clause (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following calendar year to perfect preserve perfection of such interest.
(j) The Seller shallFor the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to the extent required by applicable lawbe an original, cause the Certificates and all of which counterparts shall constitute but one 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 sectionssame instrument.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Credit Acceptance Corporation)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest interests of the Issuer and Trustee under the interest of the Indenture Trustee Agreement in the Receivables and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 'SS' 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' 30 days prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)thereof.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 the Agreement of the ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and clearly, by numerical code or otherwise, that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 full, repurchased, purchased or repurchasedassigned pursuant hereto.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, a new or used automobile or light-duty truck to any prospective purchaser, lender creditor, or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender creditor, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to the Indenture TrusteeTrust.
(g) The Servicer shall permit the Indenture Trustee and its agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with the Servicer's normal operations to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any Receivablethe Receivables.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business DaysDays of any request therefor, a list of all Receivables (by contract number and name of Obligor) Obligor then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables attached as Schedule A to the Agreement and to each of the Servicer's Servicer Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after upon the execution and delivery of this Agreement and of each amendment theretothe Agreement, an Opinion of Counsel either (Aa) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee Trust 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or ; and
(2) above shall specify any action necessary (on March 31 of each year, commencing with March 31, 2000, an Opinion of Counsel, dated as of such date, either (a) stating that, in the date opinion of such opinion) counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to be taken preserve and protect the interest of the Trustee in the following year Receivables, and reciting the details of such filings or referring to perfect 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.
(j) The Seller Servicer shall, to the extent required by applicable law, cause the Certificates and 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 within the time periods specified in such sections.
(k) For the purpose of facilitating the execution of the Agreement and for other purposes, the 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.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Usaa Federal Savings Bank)
Protection of Title to Trust. (a1) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfectedServicer, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In additionor both, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the Noteholders and the Insurer in the Receivables Contracts and in the proceeds thereof. The Seller or the Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing.
(b2) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Seller or the Servicer in accordance with paragraph (aSection 5.2(a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate such amendments to any and all previously filed financing statements or continuation statements (so that or such new financing statements as may be necessary to continue the Lien perfection of the Issuer or interest of the Trust and the Indenture Trustee is not adversely affected)for the benefit of the Noteholders and the Insurer in the Contracts and the proceeds thereof.
(c3) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and its principal executive office, within the United States of America.
(d4) The Servicer shall maintain 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in the Collection Account and the Reserve Account in respect of such ReceivableContract.
(e5) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement the transfer of the ReceivablesContracts to the Trust pursuant to this Agreement, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable Contract shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in a Receivable Contract shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable such Contract shall have been paid in full or repurchasedrepurchased by the Seller or purchased by the Servicer.
(f6) 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 receivables comparable with the Receivables, any motor vehicle retail installment sale contract or security interest and promissory note 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 ReceivableContract, shall indicate clearly that such Receivable Contract has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Contract has been paid in full or repurchased by the Seller or purchased by the Servicer).
(g7) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its 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 ReceivableContract.
(h) 8) Upon request, the Servicer shall furnish to the Owner Trustee or to and the Indenture Trustee, within five ten (10) Business Days, a list of all Receivables Contracts (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Contract Schedule of Receivables and to each of the Servicer's Certificates Monthly Servicer Reports furnished before such request indicating removal of Receivables Contracts from the Trust.
(i9) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables Contracts, 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 counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year (beginning with the year 2001), 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 Trust and the Indenture Trustee in the Contracts, 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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Allocation Agreement (First Investors Financial Services Group Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Depositor or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee Servicer or the Issuer specified in the immediately preceding sentence, the Seller both shall execute and file such financing statements and cause to be executed and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to presentpreserve, maintain, maintain and protect the interest of the Issuer Trust, the Trustee and the interest of the Indenture Trustee Certificate Insurer under this Agreement in the Receivables Trust Property 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 Indenture Trustee Certificate 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 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 by the Depositor in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Certificate Insurer (so long as an Insurer Default shall not have occurred and be continuing) at least five days' 60 days prior written notice thereof andthereof, if applicable, and shall have timely filed promptly file appropriate amendments to any and all previously filed financing statements or and continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Backup Servicer and the Certificate Insurer at least 60 days' days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Servicer shall at all times maintain each office from which it shall service Receivables, services Receivables and its principal executive office, office within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 (and shall require the Sub-Servicers to maintain their computer systems) so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup Backup archives) that refer to a any Receivable shall indicate clearly (with reference to the interest of particular grantor trust) that the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 has been paid in full or repurchasedrepurchased by the Seller, the Originators or the Servicer.
(f) If at any time the Seller Depositor or the Servicer shall propose proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables comparable with the 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 Issuer and Trust unless such Receivable has been pledged to paid in full or repurchased by the Indenture TrusteeSeller, the Originators or the Servicer.
(g) The Servicer shall permit the Indenture Trustee Trustee, the Backup Servicer, the Certificate Insurer, the Depositor and its agents 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 ReceivableReceivables or any other portion of the Trust Property.
(h) Upon request, the The Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Daysthe Backup Servicer, the Depositor and the Certificate Insurer at any time upon request 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. 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.
(i) The Depositor and the Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after Certificate Insurer simultaneously with the execution and delivery of this Agreement and of each amendment theretothereto and upon the occurrence of the events giving rise to an obligation to give notice pursuant to SECTION 13.2(b) or (C), an Opinion of Counsel either (Aa) stating that, in the opinion of such counselCounsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the ReceivablesReceivables and the other Trust Property, and reciting the details of such action filing 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 is necessary to perfect preserve and protect such interest; and, or (c) stating in the opinion of such counsel, any action which is necessary to preserve and protect such interest during the following 12- month period.
(2j) The Servicer shall deliver to the Trustee and the Certificate Insurer, within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Closing Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (Aa) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Pooling and Servicing Agreement (Painewebber Asset Acceptance Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfector Servicer, and maintain perfection ofor both, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer and the interest Indenture Trustee for the benefit of the Indenture Trustee Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. section 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Payahead Account, the Yield Supplement Account, the Reserve Account and the Supplemental 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 of the ReceivablesReceivables to the Issuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 any automobile or light- or medium-duty truck receivables comparable with the 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 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 that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 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 Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Issuer and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and (2) within ninety (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 Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) 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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Receivables Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfector Servicer, and maintain perfection ofor both, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee 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 identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller or the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 any automobile or sports-utility vehicle receivables comparable with the 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 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 that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 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 Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year commencing in the year 2001, 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 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 (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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the interest of the Indenture Trustee Insurer in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Onyx, 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 10.02(a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least five 60 days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of Onyx, the Seller and the Servicer shall have an obligation to give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its the principal executive office of Onyx or the Seller and the Servicer or the Subservicers (in the case of notice provided by 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable Contract and the amounts from time to time deposited in or credited to the Collection Account and the [Payahead Account] in respect of such ReceivableContract.
(e) The Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ReceivablesContracts, the Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Receivable shall Contract indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) ownership of and the Indenture Trustee's interest in a Receivable Contract shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable Contract shall have been paid in full or repurchasedrepurchased or shall have become a Liquidated Contract.
(f) If at any time the Seller or Seller, the Servicer or a Subservicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, automotive 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 Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and the Insurer and its agents agents, at any time during normal business hours hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any ReceivableContract.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to Trustee, the Indenture TrusteeTrustee and the Insurer, within five Business Days, a list of all Receivables (by contract number and name of Obligor) Contracts then held as part of the TrustTrust Estate, together with a reconciliation of such list to the Schedule of Receivables Contracts and to each of the Servicer's Certificates Distribution Date Statements furnished before such request indicating removal of Receivables Contracts from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and Trustee, the Indenture Trustee, each Rating Agency and the Insurer:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken the Indenture Trustee holds a perfected security interest in the Contracts, that are necessary fully the Trust holds title to perfect the interests Contracts subject to the security interest of the Owner Indenture Trustee and the Indenture Trustee in lien of the ReceivablesInsurer pursuant to the Insurance Agreement, and reciting that the details of such action or referring Insurer holds a lien on the Contracts under the Insurance Agreement, subject 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 perfect such interestapplicable subordination; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Off 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 actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables Contracts, 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 perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file file, or cause to be executed and 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 presentpreserve, maintain, and protect the interest of the Issuer Certificateholders, the Certificate Insurer and the interest of the Indenture Trustee 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 Indenture Trustee Certificate 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 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 (aSection 12.2(a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it the Seller or Servicer shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments (or cause to any and all previously filed be filed) UCC financing statements or continuation statements (so that the Lien upon any of the Issuer or the Indenture Trustee is not adversely affected)stated events.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement (regardless or new financing statement within the period of whether such a filing was ever made) time necessary fully to preserve and shall promptly, if applicable, file any such amendmentprotect the interest of the Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 of the ReceivablesReceivables to the Trustee, the Servicer'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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and particular grantor trust that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 repurchasedrepurchased or purchased hereunder.
(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 comparable with the 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 Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Indenture Trustee and its the Certificate Insurer and their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any ReceivableReceivable to the extent permitted by applicable banking, privacy and other laws limiting such access.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or and to the Indenture TrusteeCertificate Insurer, 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture TrusteeCertificate Insurer:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto and at the time of any merger, consolidation or succession of the Seller or the Servicer, an Opinion of Counsel either (Aa) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests first priority perfected security interest of the Owner Trustee and the Indenture Trustee 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 (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or ; and
(2) above shall specify any action necessary (by December 31 of each calendar year beginning December 31, 1999, an Opinion of Counsel, dated as of a date during the date 90-day period ending on such date, either (a) stating that, in the opinion of such opinion) counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to be taken preserve and protect the first priority perfected security interest of the Trustee in the following year Receivables, and reciting the details of such filings or referring to perfect 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.
(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 1 contract
Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's Depositor or the Issuer's interests are no longer perfectedServicer, such actions or both, shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate such amendments to any and all previously filed financing statements or continuation statements (so that or such new financing statements as may be necessary to continue the Lien perfection of the Issuer or interest of the Trust and the Indenture Trustee is not adversely affected)for the benefit of the Noteholders in the Receivables and the proceeds thereof.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the 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 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such 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 each office from which it shall service Receivables, Receivables and its principal executive office, each office at which the Receivable Files are located 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables to the Trust pursuant to this Agreement, the Servicer's ’s master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) Trust’s and the Indenture Trustee'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 such Receivable shall have been paid in full or repurchasedrepurchased by the Depositor or purchased by the Servicer.
(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 receivables comparable with the 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 Issuer Trust and has been pledged to the Indenture TrusteeTrustee (unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer).
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's ’s records regarding any Receivable.
(h) Upon requestIf 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 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 ’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Depositor and the Depositor shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture TrusteeSwap Counterparty:
(1) promptly after the execution authorization and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed authorized and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the Receivables 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 perfect preserve and protect such interest; and
(2) within ninety (90) days after the beginning of each calendar year (beginning with the year 2008), 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 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 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 (1i)(1) or (2i)(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 perfect preserve and protect such interest.
(j) The Seller Depositor 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 1 contract
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2007-3)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file file, or cause to be executed and 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 presentpreserve, maintain, and protect the interest of the Issuer Trust, the Noteholders and the interest of the Indenture Trustee 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 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 (aSection 12.2(a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it the Seller or Servicer shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments (or cause to any and all previously filed be filed) UCC financing statements or continuation statements (so that the Lien upon any of the Issuer or the Indenture Trustee is not adversely affected)stated events.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office ifIf, as a result of such relocationa relocation of the Seller's or Servicer's principal executive office, 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, then the Seller or the Servicer shall file or cause to be filed such amendment or continuation statement (regardless or new financing statement within the period of whether such a filing was ever made) time necessary fully to preserve and shall promptly, if applicable, file any such amendmentprotect the interest of the Trust and the Indenture Trustee in the Receivables. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Note 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 ReceivablesReceivables to the Trust, the Servicer'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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and particular Trust that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 repurchasedrepurchased or purchased hereunder.
(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 comparable with the 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 Issuer and has been pledged to the Indenture TrusteeTrust.
(g) The Servicer shall permit the Owner Trustee and the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any ReceivableReceivable to the extent permitted by applicable banking, privacy and other laws limiting such access.
(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 Notes furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Chevy Chase Bank FSB)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the right, title and interest of the Issuer Issuing Entity and the interest interests of the 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 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 Issuing Entity or the Indenture Trustee in the Seller’s interests in True Lease Equipment. 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, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) applicable provisions of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' ’ prior written notice of any relocation of its principal executive office or its “location” as defined in Section 9-307 of 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office“location” (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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Issuing Entity and has been pledged to the [JPMorgan Chase Bank, N.A.], as Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) Issuing Entity’s and the Indenture Trustee's ’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.
(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 equipment receivables comparable with the 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 Issuer Issuing 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.
(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 ’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 ’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect 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 Initial 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 Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) 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 (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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)(x) for any costs incurred by it in performing its duties pursuant to this Section.
Appears in 1 contract
Samples: Sale and Servicing Agreement (CNH Capital Receivables LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer and the interest Indenture Trustee for the benefit of the Indenture Trustee Noteholders in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall 36 have given the Owner Trustee and the Indenture Trustee at least five (5) days' prior written notice thereof andthereof, if applicablewith a copy to the Rating Agencies, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, the Payahead 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 conveyance under this Agreement of the ReceivablesReceivables to the Issuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(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 comparable with the 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 conveyed to and is owned by the Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and to obtain 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 twenty (20) 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.. 37
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Issuer and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within 120 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 120-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 Issuer and the Indenture Trustee in the Receivables, and re citing 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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates Notes and the Notes Certificates 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 within the time periods specified in such sections.
(k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed 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.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and Issuer, the interest of Noteholders, the Indenture Trustee and the Insurer in the Receivables Contracts and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Insurer, and the Indenture Trustee at least 30 days' prior written notice thereof.
(c) The Seller and the Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected).
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 30 days' prior written notice of any relocation of its the principal executive office 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentappropriate amendments or new financing statements. The Servicer shall at all times maintain each office from which it shall service ReceivablesContracts, and 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesContracts to the Issuer, the Servicer's master computer records (including any backup archives) that shall refer to a Receivable shall Contract indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable Contract and that such Receivable Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, automotive 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 Issuer and has been pledged to the Indenture Trustee.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its agents the Insurer and their respective agents, at any time during normal business hours hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any ReceivableContract.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to Trustee, the Indenture TrusteeTrustee and the Insurer, 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.
(i) The Servicer shall deliver to the Owner Indenture Trustee and the Indenture TrusteeInsurer:
(1i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Issuer and the Indenture Trustee in the Receivables Contracts, 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 perfect preserve and protect such interest. Each ; and
(ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date an Opinion of Counsel, dated as of a date during such 90-day period, 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 Issuer and the Indenture Trustee in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel referred to in clause (1) which such details are given or (2B) above shall specify any action necessary (as of stating that, in the date opinion of such opinion) counsel, no such action shall be necessary to be taken in the following year to perfect 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 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.
(k) 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 1 contract
Samples: Sale and Servicing Agreement (Auto Nations Receivables Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfectfile (and if required, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller shall execute and file 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 presentpreserve, maintain, and protect the interest of the Issuer Issuing Entity and the interest interests of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate new financing statements and/or amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' days prior written notice of any relocation of its principal executive office 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statements as the case may be. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive officejurisdiction 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Issuing Entity and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Issuing Entity and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) Issuing Entity’s and the Indenture Trustee'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 full, purchased or repurchased.. 45 JDOT 2009-B Sale and Servicing 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 equipment receivables comparable with the 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 Issuer Issuing 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 ’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 ’s Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect preserve and protect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(j) The Seller shall, to the extent required by applicable law, cause the Certificates Certificate and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g12 (g) of the Exchange Act within the time periods specified in such sections.
Appears in 1 contract
Samples: Sale and Servicing Agreement (John Deere Owner Trust 2009-B)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Certificateholders and the interest of the Indenture Trustee under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer.
(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 Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five 60 days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)thereof.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its their principal executive office offices if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Seller and the Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 know, as of the most recent monthly calculation, the status of such Receivable, including payments payments, Liquidation Proceeds 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 of the ReceivablesReceivables to the Trustee, the Servicer's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 be paid in full or repurchasedshall become a Purchased Receivable.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, motor vehicle retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to the Indenture TrusteeTrust.
(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 Servicer, at its expense, shall furnish to the Owner Trustee or to the Indenture Trustee, within five 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 each Schedule of Receivables and to each of the Servicer's Certificates Certificate furnished before such request pursuant to Section 3.9 indicating removal of Receivables from the Trust. The Trustee shall hold any such list and the Schedule of Receivables, as well as a copy of this Agreement, available for inspection during normal business hours at the Corporate Trust Office.
(ih) The Servicer shall deliver to the Owner Trustee upon the Closing Date, upon the date which is 60 months after the initial filings required hereunder to perfect the security interest of the Trustee and the Indenture Trustee:
(1) promptly after upon the execution and delivery of each amendment, if any, of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel to the Servicer either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (Bx) stating that, in the opinion of such counsel, no filings or other action, other than the filings required in the appropriate filing offices as described in such action shall be opinion, are necessary to perfect such interest; and
and maintain (2i) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests security interest of the Owner Trustee and the Indenture Trustee in the Receivables Financed Vehicles, subject to certain exceptions stated therein, and (ii) the interest of the Trustee in the Receivables, the Dealer Agreements or the Dealer Assignments and in each case the proceeds thereof against third parties, subject to certain exceptions stated therein, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (By) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion or continue the perfected status of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Pooling and Servicing Agreement (First Security Bank Na)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfector Servicer, and maintain perfection ofor both, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer and the interest Indenture Trustee for the benefit of the Indenture Trustee Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Payahead Account, the Yield Supplement Account, the Reserve Account and the Supplemental 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 of the ReceivablesReceivables to the Issuer, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 any automobile or light- or medium-duty truck receivables comparable with the 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 Issuer and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 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 Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Issuer and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within ninety (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 Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) 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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Receivables Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest interests of the Indenture Trustee on behalf of the related Series Securityholders in the Receivables related Series Trust Estate and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five thirty days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written prompt notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Master Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(d) The Master 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Master Collection Account in respect of such Receivable.
(e) The Master 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 and each Transfer Agreement of the ReceivablesReceivables 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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee Trust in such Receivable and that such Receivable is owned by the Issuer Trust and to which Series Trust Estate such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture TrusteeTrust'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 repurchasedrepurchased by HAFC or the Seller.
(f) If at any time the Seller or the Servicer HAFC shall propose to sell, grant a security interest in, in or otherwise transfer any interest in automotive receivables comparable with the Receivables, 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 Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and Trust unless such Receivable has been pledged to paid in full or repurchased by HAFC or the Indenture TrusteeSeller.
(g) The Servicer shall permit the Indenture Trustee and its agents at With respect to any time during normal business hours to inspectSeries Trust Estate, audit and make copies of and abstracts from the Servicer's records regarding any Receivable.
(h) Upon upon request, the Master Servicer shall furnish or cause to be furnished to the related Series Support Provider (only in the event that there is a Series Support Provider with respect to such Series), the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligornumber) then held as part of the Trustrelated Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to each of the Master Servicer's Certificates furnished before such request indicating removal of Receivables from the Trustrelated Series Trust Estate. 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.
(ih) The Master Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after simultaneously with the execution and delivery of this the Agreement and and, if required pursuant to Section 13.1, of each amendment theretoamendment, an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting Receivables then held as part of the details of such action or referring to prior Opinions of Counsel in which such details are givenrelated Series Trust Estate, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interestinterest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counselin 2000, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, either (A) all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee 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, Series Trust Estate or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Master Sale and Servicing Agreement (Household Auto Receivables Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the right, title and interest of the Issuer and the interest interests of the 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 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 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 or otherwise seriously misleading within the meaning of ss. 9-402(7) applicable provisions of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(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 equipment receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Issuer, the Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect 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 Initial 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 Issuer, the Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) 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 (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Case Receivables Ii Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. In addition, the Seller and the Depositor hereby authorize the Issuer at any time and from time to time to prepare and file financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof.
(b) Neither None of the Seller nor Seller, the Depositor or the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of Seller, the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 daysfive Business Days' prior written notice of any relocation change in the jurisdiction of its principal executive office organization if, as a result of such relocationchange 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 (regardless of whether such a filing was ever made) statement, and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and be coded to reflect that such Receivable is part of the portfolio of Receivables that is the subject of this Agreement and is owned by the Issuer SSB Auto Loan Trust 2002-1 and has been pledged by SSB Auto Loan Trust 2002-1 to the Indenture TrusteeTrustee for the benefit of the Noteholders. Indication of such Receivables' inclusion in the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in a Receivable portfolio shall be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller Depositor or the Servicer shall propose to sell, grant a security interest in, in or otherwise transfer any interest in motor vehicle receivables comparable with the 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 Issuer 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 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 Certificates furnished before prior to such request indicating removal of Receivables from the Trust.
(i) The Servicer Seller shall deliver to the Owner Trustee Trustee, the Bond Administrator and the Indenture Trustee:
(1A) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (i) all actions financing statements and continuation statements have been taken executed and filed that are necessary to fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off 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 actions have been taken, and, if applicable, either (i) all financing statements and continuation statements have been executed and filed, filed that are necessary to fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (Bii) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1A) or (2B) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (SSB Vehicle Securities Inc SSB Auto Loan Trust 2002-1)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, the Seller 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the 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 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 make any financing statement or continuation statement filed in accordance with paragraph (a) above or otherwise seriously misleading insufficient within the meaning of ss. Section 9-402(7) 503 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.. 30 (2022-C Sale and Servicing Agreement)
(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 motor vehicle receivables comparable with the 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 Issuer 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 to inspect, audit and make copies of and abstracts from the Servicer's ’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.
(i) The Upon request, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1i) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions financing statements and continuation statements have been taken filed that are necessary to fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
(ii) 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, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been filed that are necessary to fully 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 (B) no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2022-C)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection ofNeither the Issuer, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 present, maintain, and protect the interest of the Issuer and the interest of the 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 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee Indenture Trustee, the Noteholders and the Indenture Trustee Agent at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (so A) 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 Lien interest of the Issuer or and the Indenture Trustee is not adversely affected)in the Receivables and the other items of the Trust Estate, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, 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 Indenture Trustee and the Indenture Trustee Agent at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result or State 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 (regardless necessary or desirable to continue the perfection of whether such a filing was ever made) the Depositor's, the Issuer's or the Indenture Trustee's interests in the Receivables and the rest of the Trust Estate and shall promptlyhave delivered an Opinion of Counsel (A) stating that, if applicablein the opinion of such counsel, file any 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 amendmentfilings or (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 each office from which it shall service Receivables, and its principal executive officeoffice 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables 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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.
(fe) If at any time the Seller Contributor or the Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables comparable with the 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 Issuer and has been pledged to the Indenture TrusteeIssuer.
(gf) The Servicer shall permit the Indenture Trustee Trustee, the Agent and its their respective agents at any time during normal business hours to inspect, audit 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.
(hg) Upon request, the Servicer shall furnish to the Owner Indenture Trustee or to and the Indenture 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.
(ih) The Servicer shall deliver to the Owner Indenture Trustee and the Indenture TrusteeAgent:
(1) promptly after upon the execution and delivery of this Agreement Agreement, each Depositor Assignment and of each amendment theretoto any such document, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions financing statements (and releases of financing statements) and continuation statements have been taken executed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the ReceivablesReceivables and the rest of the Trust Estate, and reciting the details of such action 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 perfect preserve and protect such interest; and
(2) within 90 ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date2006, 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 actions have been taken, and, if applicableCounsel, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables and the rest of the Trust Estate, 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 counselCounsel, no such action shall be necessary to perfect preserve and protect such interest. Each Such Opinion of Counsel referred shall also describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to in clause (1) or (2) above shall specify any action necessary (as preserve and protect the interest of the date of such opinion) to be taken Indenture Trustee in the Receivables, until March 31 in the following year to perfect such interestcalendar year.
(ji) The Seller shallIf the Backup Servicer is acting as the successor Servicer, to the extent required by applicable law, cause the Certificates and the Notes to it shall be registered with the Commission reimbursed pursuant to Section 12(b) or Section 12(g5.03(b) of the Exchange Act within the time periods specified Indenture for any costs incurred by it in such sectionsperforming its duties pursuant to this Section.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Bay View Capital Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the right, title and interest of the Issuer and the interest interests of the 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 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 or otherwise seriously misleading within the meaning of ss. 9-402(7) applicable provisions of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' ’ prior written notice of any relocation of its principal executive office or its “location” as defined in Section 9-307 of 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the [ ], as Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) ’s and the Indenture Trustee's ’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.
(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 equipment receivables comparable with the 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 Issuer 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 ’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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto, an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect 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 Initial 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 Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) 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 (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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)(x) for any costs incurred by it in performing its duties pursuant to Section 10.2(a), (f) (but only if the Seller is the party proposing such sale, grant of a security interest in, or other transfer) and (i).
Appears in 1 contract
Samples: Sale and Servicing Agreement (CNH Capital Receivables Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee Trust and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to the enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 present, maintain, and protect the interest of the Issuer and the interest of the 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 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 name or corporate structure in any manner that would, could type or might make any financing statement or continuation statement filed in accordance with paragraph (a) above or otherwise seriously misleading within the meaning jurisdiction of ss. 9-402(7) of the UCC (regardless of whether such a filing was ever made), organization unless it shall have given the Owner Trustee and the Indenture Trustee at least five (30) days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected).
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged granted to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the 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 Issuer and has been pledged granted 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer Seller shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Caterpillar Financial Asset Trust 2004-A)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection ofNeither the Issuer, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 present, maintain, and protect the interest of the Issuer and the interest of the 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 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee Indenture Trustee, the Noteholders and the Indenture Trustee Agent at least five sixty (60) days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (so A) 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 Lien interest of the Issuer or and the Indenture Trustee is not adversely affected)in the Receivables and the other items of the Trust Estate, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, 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 Indenture Trustee and the Indenture Trustee Agent at least 60 sixty (60) days' prior written notice of any relocation of its principal executive office if, as a result or State 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 (regardless necessary or desirable to continue the perfection of whether such a filing was ever made) the Depositor's, the Issuer's or the Indenture Trustee's interests in the Receivables and the rest of the Trust Estate and shall promptlyhave delivered an Opinion of Counsel (A) stating that, if applicablein the opinion of such counsel, file any 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 amendmentfilings or (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 each office from which it shall service Receivables, and its principal executive officeoffice 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables 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 Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeIssuer. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.
(fe) If at any time the Seller Contributor or the Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables comparable with the 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 Issuer and has been pledged to the Indenture TrusteeIssuer.
(gf) The Servicer shall permit the Indenture Trustee Trustee, the Agent and its their respective agents at any time during normal business hours to inspect, audit 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.
(hg) Upon request, the Servicer shall furnish to the Owner Indenture Trustee or to and the Indenture 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.
(ih) The Servicer shall deliver to the Owner Indenture Trustee and the Indenture TrusteeAgent:
(1) promptly after upon the execution and delivery of this Agreement Agreement, each Depositor Assignment and of each amendment theretoto any such document, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions financing statements (and releases of financing statements) and continuation statements have been taken executed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the ReceivablesReceivables and the rest of the Trust Estate, and reciting the details of such action 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 perfect preserve and protect such interest; and
(2) within 90 ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date2004, 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 actions have been taken, and, if applicableCounsel, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables and the rest of the Trust Estate, 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 counselCounsel, no such action shall be necessary to perfect preserve and protect such interest. Each Such Opinion of Counsel referred shall also describe the filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to in clause (1) or (2) above shall specify any action necessary (as preserve and protect the interest of the date of such opinion) to be taken Indenture Trustee in the Receivables, until March 31 in the following year to perfect such interestcalendar year.
(ji) The Seller shallIf the Backup Servicer is acting as the successor Servicer, to the extent required by applicable law, cause the Certificates and the Notes to it shall be registered with the Commission reimbursed pursuant to Section 12(b) or Section 12(g5.03(b) of the Exchange Act within the time periods specified Indenture for any costs incurred by it in such sectionsperforming its duties pursuant to this Section.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Bay View Capital Corp)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account and the Payahead 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(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] [recreational vehicle] receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretohereto and on certain Distribution Dates as required by Section 2.05(b)(x)(B), an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions financing statements and continuation statements have been taken executed and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect preserve and protect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off 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 actions have been taken, and, if applicable, either (A) all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(ji) The Seller Depositor 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 1 contract
Samples: Sale and Servicing Agreement (Citigroup Vehicle Securities Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the right, title and interest of the Issuer and the interest interests of the 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 Indenture Trustee file-file- stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. 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 or otherwise seriously misleading within the meaning of ss. 9-402(7) applicable provisions of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) and the Indenture Trustee's interest in a Receivable shall be deleted from or modified on the Servicer's computer systems whenHxxxxx, and only when, the related Receivable shall have been paid in full or repurchased.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the 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 Issuer and has been pledged to the as 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Case Receivables Ii Inc)
Protection of Title to Trust. (a) The Seller Depositor shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Issuing Entity and the interest of the 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 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 506 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days' ’ prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the Seller Depositor and the Servicer shall have an obligation to give the Owner 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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, the Servicer's ’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged sold to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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 repurchasedIssuing Entity.
(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 comparable with the 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 Issuer Issuing 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.
(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.
(ih) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1A) promptly after the execution and delivery of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (1) all actions financing statements and continuation statements have been taken filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee 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 (2) no such action shall be necessary to preserve and protect such interest; and
(B) on or before March 31, in each calendar year, beginning in [ ], an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (1) 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 (2) no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1A) or (2B) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(ji) The Seller Depositor 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.
(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 1 contract
Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Securityholders and the interest of the Indenture Trustee Trustees under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture each Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer.
(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 Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least five 60 days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)thereof.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture each Trustee at least 60 days' prior written notice of any relocation of its their principal executive office offices if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Seller and the Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 know, as of the most recent monthly calculation, the status of such Receivable, including payments payments, Liquidation Proceeds and Recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments payments, Recoveries or Recoveries Liquidation Proceeds 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 ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 be paid in full or repurchasedshall become a Repurchased Receivable.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, motor vehicle retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to the Indenture TrusteeTrust.
(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 Servicer, at its expense, shall furnish to the Owner Trustee or to the Indenture each Trustee, within five 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 each Schedule of Receivables and to each of the Servicer's Certificates Certificate furnished before such request pursuant to Section 3.9 indicating removal of Receivables from the Trust. Each Trustee shall hold any such list and the Schedule of Receivables, as well as a copy of this Agreement, available for inspection during normal business hours at the Corporate Trust Office.
(ih) The Servicer shall deliver to the Owner Trustee Trustees upon the Closing Date, upon the date which is 60 months after the initial filings required hereunder to perfect the security interest of the Trust and the Indenture Trustee:
(1) promptly after upon the execution and delivery of each amendment, if any, of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel to the Servicer either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (Bx) stating that, in the opinion of such counsel, no filings or other action, other than the filings required in the appropriate filing offices as described in such action shall be opinion, are necessary to perfect such interest; and
and maintain (2i) within 90 days after the beginning security interest of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, Trust in the opinion of such counselFinanced Vehicles, all actions have been takensubject to certain exceptions stated therein, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect (ii) the interests interest of the Owner Trustee and the Indenture Trustee Trust in the Receivables Receivables, the Dealer Agreements or the Dealer Assignments and in each case the proceeds thereof against third parties, subject to certain exceptions stated therein, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (By) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion or continue the perfected status of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (First Security Bank Na)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfector Servicer, and maintain perfection ofor both, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Trust and the interest of the Indenture Trustee for the benefit of the Noteholders in the Receivables and in the proceeds thereof. The Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) 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 or the Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. 9-402(7506(b) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five 60 days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)statements.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation change in its jurisdiction of its principal executive office organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment, continuation statement or any new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, Receivables and 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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, Payahead Account, the Reserve Account in respect of such Receivableand the Yield Supplement Account.
(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) Trust and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) 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 repurchasedrepurchased by the Seller or purchased by the Servicer.
(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 any automobile or sports-utility vehicle receivables comparable with the 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 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 that such Receivable has been sold and is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer.
(g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and its their respective agents at any time during normal business hours to inspect, audit 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 ten 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.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment theretoto any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to perfect preserve and protect such interest; and
(2) within 90 days after the beginning of each calendar year commencing in the year 2002, 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 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 (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 (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Mmca Auto Owner Trust 2001-4)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee Servicer or the Issuer specified in the immediately preceding sentence, the Seller 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest interests of the Indenture 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 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 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 or otherwise seriously misleading within the meaning of ss. section 9-402(7506(a) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Note Insurer, the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and 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 Note Insurer, stating either (A) all financing statements (so and continuation statements have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Issuer Trust and the Trustee in the Receivables, and reciting the details of such filings or the Indenture Trustee is not adversely affected)referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Note Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation change in its jurisdiction of its principal executive office 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 (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, jurisdiction of 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, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the 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 Issuer 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 Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action 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 perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (Consumer Portfolio Services Inc)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests Each of the Owner Trustee Transferor and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfectedBVAC, such actions as to itself, shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, and protect the interest of the Issuer Noteholders, to the extent expressly set forth herein or the other Basic Documents, and the interest of the Indenture Trustee in the Receivables and in the proceeds thereofthereof and the sale of accounts and chattel paper. The Seller Each of the Transferor and BVAC, as to itself, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.
(b) Neither the Seller BVAC nor the Servicer Transferor 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 Transferor or BVAC in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. Section 9-402(7) 507 of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five 60 days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and all previously filed financing statements or continuation statements and shall have delivered an Opinion of Counsel (so A) 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 Lien interest of the Issuer or the Indenture Trustee is not adversely affected)in the Receivables and the other Trust Property, and reciting the details of such filings or (B) 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 Transferor and the Servicer BVAC shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office office, or State of incorporation, if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendmentamendment and shall have delivered an Opinion of Counsel (A) 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 Indenture Trustee in the Receivables and the other Trust Property, and reciting the details of such filings or (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 each office from which it shall service Receivables, and 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 ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup back-up archives) that refer to a Receivable shall indicate clearly (including by means of tagging) the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee Trust in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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.
(f) If at any time BVAC or the Seller Transferor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables comparable with the 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 Issuer Trust and has been pledged to the Indenture Trustee.
(g) The Upon reasonable prior notice, the Servicer shall permit the Indenture Trustee, the Owner Trustee and its their respective agents at any time during normal business hours to inspect, audit audit, and make copies of and abstracts from the Servicer's records regarding any ReceivableReceivable provided, that such inspection and audit shall not unreasonably interfere with the Servicer's daily business operations.
(h) Upon request, the Servicer shall furnish to the Owner Trustee or to and the Indenture Trustee, Trustee within five Business Days, a list of all Receivables (by contract account number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables attached hereto as Schedule A and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.
(i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
(1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions financing statements (and releases of financing statements) and continuation statements have been taken executed (or otherwise authorized) and filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee in the Receivables, Receivables and reciting the details of such action 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 perfect preserve and protect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing 100 statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Such Opinion of Counsel shall also describe the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to preserve and protect the interest of the Indenture Trustee in the Receivables, until the end of such 90-day period in the following calendar year. Each Opinion of Counsel referred to in clause (1i)(1) or (2i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect preserve and protect such interest.
(j) The Seller shallIf the Back-up Servicer is acting as the successor Servicer, to the extent required it shall be reimbursed for any costs incurred by applicable law, cause the Certificates and the Notes to be registered with the Commission it in performing its duties pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sectionsthis Section.
Appears in 1 contract
Samples: Trust and Servicing Agreement (Bay View Deposit CORP)
Protection of Title to Trust. (a) The Seller shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer and the interest interests of the Indenture Trustee Collateral Agent on behalf of the Noteholders, the Certificateholders and the Security Insurer in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Security Insurer, the Owner Trustee and the Indenture Trustee 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 or otherwise seriously misleading within the meaning of ss. Section 9-402(7) of the UCC (regardless of whether such a filing was ever made)UCC, unless it shall have given the Security Insurer, the Owner Trustee and the Indenture Trustee at least five days' prior written notice thereof and, if applicable, and shall have timely promptly filed appropriate amendments to any and 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 Security Insurer, stating either (A) all financing statements (so and continuation statements have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Issuer Trust and the Trustee in the Receivables, and reciting the details of such filings or the Indenture Trustee is not adversely affected)referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
(c) Each of the Seller and the Servicer shall have an obligation to give the Security Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or Recoveries 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 ReceivablesReceivables to the Issuer, the Servicer's master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee on behalf of the Certificateholders, the Noteholders and the Security Insurer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's interest (which interest has been acquired from the Seller) 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.
(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 comparable with the 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 Issuer and has been pledged to the Indenture TrusteeTrustee on behalf of the Certificateholders, the Noteholders and the Security Insurer.
(g) The Servicer shall permit the Indenture Trustee and its 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 ReceivableReceivable 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 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.
(i) The Servicer shall deliver to the Security Insurer, the Owner Trustee and the Indenture Trustee:
(1j) promptly after the execution and delivery of this the Agreement and and, if required pursuant to Section 11.1, of each amendment theretoamendment, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (B) stating thatCounsel, in form and substance reasonably satisfactory to the opinion of such counsel, no such action shall be necessary to perfect such interest; and
(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day periodSecurity Insurer, either (A) stating that, in the opinion of such counsel, all actions have been taken, and, if applicable, all financing statements and continuation statements have been executed and filed, filed that are necessary fully to perfect preserve and protect the interests interest of the Owner Trustee Trust and the Indenture Trustee 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 (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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.; and
Appears in 1 contract
Samples: Sale and Servicing Agreement (TMS Auto Holdings Inc)
Protection of Title to Trust. (a) The Seller Servicer shall take all actions necessary to perfect, and maintain perfection of, the interests of the Owner Trustee and the Indenture Trustee in the Receivables. In the event it is determined that the Indenture Trustee's or the Issuer's interests are no longer perfected, such actions shall include but shall not be limited to enforcement of the terms of the Custodial Agreement and of Section 6.02 of the Purchase Agreement. In addition, without limiting the rights of the Indenture Trustee or the Issuer specified in the immediately preceding sentence, 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 presentpreserve, maintain, maintain and protect the interest of the Issuer Securityholders and the interest of the Indenture Trustee Trustees under this Agreement in the Receivables Trust Property and in the proceeds thereof. The Seller Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture each Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer.
(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 Servicer in accordance with paragraph (a) above or otherwise seriously misleading within the meaning of ss. (S) 9-402(7) of the UCC (regardless of whether such a filing was ever made)Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least five 60 days' prior written notice thereof and, if applicable, shall have timely filed appropriate amendments to any and all previously filed financing statements or continuation statements (so that the Lien of the Issuer or the Indenture Trustee is not adversely affected)thereof.
(c) Each of the The Seller and the Servicer shall have an obligation to give the Owner Trustee and the Indenture each Trustee at least 60 days' prior written notice of any relocation of its their principal executive office offices if, as a result of such relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement (regardless of whether such a filing was ever made) and shall promptly, if applicable, file any such amendmentstatement. The Seller and the Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
(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 know, as of the most recent monthly calculation, the status of such Receivable, including payments payments, Liquidation Proceeds and Recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments payments, Recoveries or Recoveries Liquidation Proceeds 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 ReceivablesReceivables to the Trust, the Servicer's master computer records (including any backup archives) that shall refer to a Receivable shall indicate clearly the interest of the Issuer (which interest has been acquired from the Seller) and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's interest (which interest has been acquired from the Seller) and the Indenture Trustee'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 be paid in full or repurchasedshall become a Repurchased Receivable.
(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in receivables comparable with the Receivables, motor vehicle retail installment sale contracts to any prospective purchaser, lender or other transferee, the Servicer Seller or the Servicer, as the case may be, shall give to such prospective purchaser, lender lender, or other transferee computer tapes, records records, or printouts print-outs (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 Issuer and has been pledged to the Indenture TrusteeTrust.
(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 Servicer, at its expense, shall furnish to the Owner Trustee or to the Indenture each Trustee, within five 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 each Schedule of Receivables and to each of the Servicer's Certificates Certificate furnished before such request pursuant to Section 3.9 indicating removal of Receivables from the Trust. Each Trustee shall hold any such list and the Schedule of Receivables, as well as a copy of this Agreement, available for inspection during normal business hours at the Corporate Trust Office.
(ih) The Servicer shall deliver to the Owner Trustee Trustees upon the Closing Date, upon the date which is 60 months after the initial filings required hereunder to perfect the security interest of the Trust and the Indenture Trustee:
(1) promptly after upon the execution and delivery of each amendment, if any, of this Agreement and of each amendment theretoAgreement, an Opinion of Counsel to the Servicer either (A) stating that, in the opinion of such counsel, all actions have been taken that are necessary fully to perfect the interests of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (Bx) stating that, in the opinion of such counsel, no filings or other action, other than the filings required in the appropriate filing offices as described in such action shall be opinion, are necessary to perfect such interest; and
and maintain (2i) within 90 days after the beginning security interest of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, Trust in the opinion of such counselFinanced Vehicles, all actions have been takensubject to certain exceptions stated therein, and, if applicable, all financing statements and continuation statements have been executed and filed, that are necessary fully to perfect (ii) the interests interest of the Owner Trustee and the Indenture Trustee Trust in the Receivables Receivables, the Dealer Agreements or the Dealer Assignments and in each case the proceeds thereof against third parties, subject to certain exceptions stated therein, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (By) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. Each Opinion or continue the perfected status of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect 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 1 contract
Samples: Sale and Servicing Agreement (First Security Bank Na)
