Common use of Protection of Title Clause in Contracts

Protection of Title. (a) Santander Consumer shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement). Santander Consumer shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 70 contracts

Samples: Purchase Agreement (Drive Auto Receivables Trust 2024-1), Purchase Agreement (Drive Auto Receivables Trust 2024-1), Purchase Agreement (Santander Drive Auto Receivables Trust 2024-1)

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Protection of Title. (a) Santander Consumer shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser therein can cannot be perfected by the filing of a financing statement). Santander Consumer shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause its Sub-Servicer to 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. (d) Santander Consumer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (de) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 66 contracts

Samples: Purchase Agreement (Santander Drive Auto Receivables LLC), Purchase Agreement (Santander Drive Auto Receivables Trust 2017-2), Purchase Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 63 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2023-6), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2023-6), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2023-5)

Protection of Title. (a) Santander Consumer VCI shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser therein can cannot be perfected by the filing of a financing statement). Santander Consumer VCI shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer VCI shall notify the Purchaser not change its name, identity, corporate structure or jurisdiction of organization in writing within ten any manner that would make any financing statement or continuation statement filed by VCI in accordance with paragraph (10a) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Purchaser at least five days’ prior written notice thereof and, to the extent necessary, shall have promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance). (c) VCI shall give the Purchaser at least ten days’ prior written notice of any change of location of VCI for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer VCI shall maintain (or shall cause its Sub-Servicer to 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) VCI shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer VCI shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer VCI 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 31 contracts

Samples: Purchase Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Purchase Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Purchase Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Protection of Title. (a) Santander Consumer shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement). Santander Consumer shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause its Sub-Servicer to 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. (d) Santander Consumer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (de) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 24 contracts

Samples: Purchase Agreement (Drive Auto Receivables Trust 2018-5), Purchase Agreement (Drive Auto Receivables Trust 2018-5), Purchase Agreement (Santander Drive Auto Receivables Trust 2018-5)

Protection of Title. (a) Santander Consumer The Bank shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser XXXX under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser XXXX therein can be perfected by the filing of a financing statement). Santander Consumer The Bank shall deliver (or cause to be delivered) to the Purchaser XXXX file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Bank shall notify the Purchaser XXXX in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Bank’s organizational structure as a banking corporation, (ii) any change in Santander Consumerthe Bank’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictionsUCC) and (iii) any change in Santander Consumerthe Bank’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser XXXX to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Bank will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Bank shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser XXXX (or any subsequent assignee of the PurchaserXXXX) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Bank shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Bank 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 Purchaser XXXX (or any subsequent assignee of the PurchaserXXXX).

Appears in 17 contracts

Samples: Purchase Agreement (Capital One Prime Auto Receivables Trust 2022-2), Purchase Agreement (Capital One Prime Auto Receivables Trust 2023-2), Purchase Agreement (Capital One Prime Auto Receivables Trust 2023-2)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictionsUCC) and (iii) any change in Santander Consumerthe Seller’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser Issuer to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Seller will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Seller shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Seller shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Seller 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 Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer).

Appears in 17 contracts

Samples: Sale Agreement (Capital One Prime Auto Receivables Trust 2024-1), Sale Agreement (Capital One Prime Auto Receivables Trust 2023-2), Sale Agreement (Capital One Prime Auto Receivables Trust 2023-2)

Protection of Title. (a) Santander Consumer The Bank shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets Receivables as well as any subsequent assignee of the Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Bank shall deliver (or cause to be delivered) to the Purchaser as well as any subsequent assignee of the Receivables file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall The Bank will notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Bank’s organizational structure as a corporationfederally chartered savings association, (ii) any change in Santander Consumerthe Bank’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Bank’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (c) Santander Consumer The Bank shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Bank shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Bank 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 16 contracts

Samples: Purchase Agreement (Usaa Acceptance LLC), Purchase Agreement (Usaa Acceptance LLC), Purchase Agreement (Usaa Acceptance LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 16 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2012-6)

Protection of Title. (a) Santander Consumer COAF shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (other than any Purchased Assets with respect thereto, to the extent that the interest of the Purchaser therein can cannot be perfected by the filing of a financing statement). Santander Consumer COAF shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer COAF shall notify the Purchaser not change its name, identity, corporate structure or jurisdiction of organization in writing within ten any manner that would make any financing statement or continuation statement filed by COAF in accordance with paragraph (10a) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Purchaser at least five days’ prior written notice thereof and, to the extent necessary, shall have promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) COAF shall give the Purchaser at least five days’ prior written notice of any change of location of COAF for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer COAF shall maintain (or shall cause its Sub-Servicer to 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 payment 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) COAF shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer COAF shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer COAF 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 13 contracts

Samples: Purchase Agreement (Capital One Prime Auto Receivables Trust 2006-2), Purchase Agreement (Capital One Auto Receivables LLC), Purchase Agreement (Capital One Prime Auto Receivables Trust 2007-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 12 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, name and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser Issuer to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Seller will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Seller shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Seller shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Seller 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 Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer).

Appears in 11 contracts

Samples: Sale Agreement (Fifth Third Auto Trust 2023-1), Sale Agreement (Fifth Third Auto Trust 2023-1), Sale Agreement (Fifth Third Holdings Funding, LLC)

Protection of Title. (a) Santander Consumer shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement). Santander Consumer shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph clause (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 9 contracts

Samples: Purchase Agreement (Santander Drive Auto Receivables Trust 2024-5), Purchase Agreement (Drive Auto Receivables Trust 2024-2), Purchase Agreement (Drive Auto Receivables Trust 2024-2)

Protection of Title. (a) Santander Consumer BAC shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement). Santander Consumer BAC shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer BAC shall notify the Purchaser in writing within ten (10) days Business Days following the occurrence of (i) any change in Santander ConsumerBAC’s organizational structure as a corporation, (ii) any change in Santander ConsumerBAC’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerBAC’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer BAC shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer BAC shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer BAC 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 9 contracts

Samples: Purchase Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3), Purchase Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3), Purchase Agreement (Bridgecrest Lending Auto Securitization Trust 2024-2)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller or the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance). (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.4 hereof, repurchased by VCI pursuant to Section 3.4 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within 30 Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 9 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Protection of Title. (a) Santander Consumer The Bank shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser FTH LLC under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser FTH LLC therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Bank shall deliver (or cause to be delivered) to the Purchaser FTH LLC file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Bank shall notify the Purchaser FTH LLC in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Bank’s organizational structure as a banking corporation, (ii) any change in Santander Consumerthe Bank’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Bank’s name, name and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser FTH LLC to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Bank will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Bank shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser FTH LLC (or any subsequent assignee of the PurchaserFTH LLC) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Bank shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Bank 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 Purchaser FTH LLC (or any subsequent assignee of the PurchaserFTH LLC).

Appears in 9 contracts

Samples: Receivables Sale Agreement (Fifth Third Holdings Funding, LLC), Receivables Sale Agreement (Fifth Third Holdings Funding, LLC), Receivables Sale Agreement (Fifth Third Auto Trust 2019-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer, the Note Insurer, and the Indenture Trustee under this Agreement in the Purchased Assets (other than any Purchased Assets with respect thereto, to the extent that the interest of the Purchaser Issuer, the Note Insurer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller or the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer, the Note Insurer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) The Seller shall give the Issuer, the Note Insurer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Indenture Secured Parties pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Indenture Secured Parties.

Appears in 8 contracts

Samples: Sale and Servicing Agreement (Capital One Auto Receivables LLC), Sale and Servicing Agreement (Capital One Auto Receivables LLC), Sale and Servicing Agreement (Capital One Auto Finance Trust 2005-D)

Protection of Title. (a) Santander Consumer The Issuer shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Grantor Trust and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Grantor Trust or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Issuer shall deliver (or cause to be delivered) to the Purchaser Grantor Trust and the Administrator file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Issuer shall notify the Purchaser Grantor Trust and the Administrator in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Issuer’s organizational structure as a corporation, statutory trust and (ii) any change in Santander Consumerthe Issuer’s “location” name. The Issuer shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements or continuation statements described in clause (a) above to maintain perfection of the Grantor Trust in the Receivables and shall have delivered to the Indenture Trustee within thirty (30) days after such change an Opinion of Counsel either (A) stating that, in the meaning opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Grantor Trust in the Receivables or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) The Issuer shall give the Grantor Trust and the Indenture Trustee at least five days’ prior written notice of any change of location of the Issuer for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph clause (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchasedabove. (d) If at any time Santander Consumer Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the Issuer shall propose to not sell, grant a security interest in pledge, assign or otherwise transfer the Receivables or other property transferred to the Grantor Trust to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any interest in motor vehicle receivables to any prospective purchasertherein, lender or other transfereeand the Issuer shall defend the right, Santander Consumer 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 title and is owned by the Purchaser (or any subsequent assignee interest of the Purchaser)Grantor Trust in, to and under such Receivables and other property transferred to the Grantor Trust against all claims of third parties claiming through or under the Issuer.

Appears in 8 contracts

Samples: Receivables Contribution Agreement (Bridgecrest Lending Auto Securitization Trust 2024-4), Receivables Contribution Agreement (Bridgecrest Lending Auto Securitization Trust 2024-4), Receivables Contribution Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictionsUCC) and (iii) any change in Santander Consumerthe Seller’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser Issuer to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Seller will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Seller shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Seller shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Seller 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 Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer).

Appears in 7 contracts

Samples: Sale Agreement, Sale Agreement (Huntington Auto Trust 2016-1), Sale Agreement (Huntington Auto Trust 2016-1)

Protection of Title. (a) Santander Consumer FTH LLC shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser therein can cannot be perfected by the filing of a financing statement). Santander Consumer FTH LLC shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer FTH LLC shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander ConsumerFTH LLC’s organizational structure as a corporationlimited liability company, (ii) any change in Santander ConsumerFTH LLC’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerFTH LLC’s name, name and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. FTH LLC will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer FTH LLC shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer FTH LLC shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer FTH LLC 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 7 contracts

Samples: Purchase Agreement (Fifth Third Auto Trust 2023-1), Purchase Agreement (Fifth Third Auto Trust 2023-1), Purchase Agreement (Fifth Third Holdings Funding, LLC)

Protection of Title. (a) Santander Consumer The Bank shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Depositor under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Depositor therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Bank shall deliver (or cause to be delivered) to the Purchaser Depositor file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Bank shall notify the Purchaser Depositor in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Bank’s organizational structure as a banking corporation, (ii) any change in Santander Consumerthe Bank’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictionsUCC) and (iii) any change in Santander Consumerthe Bank’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser Depositor to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Bank will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Bank shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser Depositor (or any subsequent assignee of the PurchaserDepositor) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Bank shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Bank 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 Purchaser Depositor (or any subsequent assignee of the PurchaserDepositor).

Appears in 7 contracts

Samples: Receivables Sale Agreement (Huntington Auto Trust 2016-1), Receivables Sale Agreement (Huntington Auto Trust 2016-1), Receivables Sale Agreement (Huntington Funding, LLC)

Protection of Title. (a) Santander Consumer The Depositor shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer under this Agreement in the Receivables listed on the Schedule of Receivables and the other Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Assets. Santander Consumer The Depositor shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall The Depositor will notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Depositor’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Depositor’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Depositor’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser Issuer to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Depositor will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Depositor shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time on and after the conveyance under this Agreement of the ReceivablesReceivables listed on the Schedule of Receivables on the Closing Date, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Depositor shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Depositor shall give to such prospective purchaser, lender or other transferee computer tapes, records Records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any ReceivableReceivable listed on the Schedule of Receivables, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer).

Appears in 7 contracts

Samples: Sale Agreement, Sale Agreement (Bank of America Auto Receivables Securitization, LLC), Sale Agreement (Bank of America Auto Trust 2012-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller nor the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by VCI pursuant to Section 3.3 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2010-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2010-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2008-2)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2020-2), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2020-2), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2020-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2010-3), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2010-3), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2010-2)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Drive Auto Receivables Trust 2021-2), Sale and Servicing Agreement (Drive Auto Receivables Trust 2021-2), Sale and Servicing Agreement (Drive Auto Receivables Trust 2021-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize execute and file such financing statements filings, including filings with the PUCO pursuant to the Statute and UCC filings, and cause to be authorized executed and filed such continuation and other financing statementsfilings, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Purchaser under this Agreement in Bond Issuer, and the Purchased Assets (to the extent that the security interest of the Purchaser therein can be perfected Bond Trustee, in the Phase-In-Recovery Property and the Back-Up Security Interest, including all filings required under the Statute and the applicable UCC relating to the transfer of the ownership interest in the Phase-In-Recovery Property by the filing Seller to the Bond Issuer, the Granting of a financing statement)security interest in the Phase-In-Recovery Property by the Bond Issuer to the Bond Trustee, and the Back-Up Security Interest, and the continued perfection of such ownership interest, security interest and the Back-Up Security Interest. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Bond Trustee (with copies to the Bond Issuer) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer . The Seller shall notify institute any action or proceeding necessary to compel performance by the Purchaser in writing within ten (10) days following PUCO or the occurrence State of Ohio of any of their obligations or duties under the Statute or the Financing Order, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary (i) to protect the Bond Issuer, the Bond Trustee, the Bondholders, and any change of their respective affiliates, officials, directors, employees, and agents from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in Santander Consumer’s organizational structure as a corporation, breach of any representation set forth in Article III or (ii) to block or overturn any change attempts to cause a repeal of, modification of or supplement to the Statute, the Financing Order, the Issuance Advice Letter, any other Adjustment Request (as defined in Santander Consumer’s “location” (within the meaning Servicing Agreement), or the rights of Bondholders by executive action, legislative enactment or constitutional amendment that would be adverse to the Bond Issuer, the Bond Trustee or the Bondholders. If the Servicer performs its obligations under Section 9-307 5.02(d) of the UCC Servicing Agreement in all respects, such performance shall be deemed to constitute performance of all applicable jurisdictionsthe Seller’s obligations pursuant to clause (ii) and (iii) any change in Santander Consumer’s nameof the immediately preceding sentence. In such event, and (A) shall take all action prior the Seller agrees to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) assist the Servicer as reasonably necessary or advisable in the opinion to perform its obligations under Section 5.02(d) of the Purchaser to amend Servicing Agreement in all previously filed financing statements respects. The costs of any such actions or continuation statements described proceedings shall be payable from Phase-In-Recovery Charge Collections as an Operating Expense in paragraph (a) above accordance with the priorities and (B) shall deliver subject to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aCap set forth in Section 8.02(e) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in Bond Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the Receivables or (bfact that the payment of Operating Expenses pursuant to Section 8.02(e) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, Bond Indenture may be delayed (it being understood that the master computer records (including any backup archives) that refer Seller may be required to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose advance its own funds to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchasersatisfy its obligations hereunder).

Appears in 6 contracts

Samples: Phase in Recovery Property Purchase and Sale Agreement, Phase in Recovery Property Purchase and Sale Agreement, Phase in Recovery Property Purchase and Sale Agreement (FirstEnergy Ohio PIRB Special Purpose Trust 2013)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller or the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance). (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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. 27 Sale and Servicing Agreement (e) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by VCI pursuant to Section 3.3 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2014-2), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2014-2), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2013-2)

Protection of Title. (a) Santander Consumer VCI shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer VCI shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer VCI shall notify the Purchaser not change its name, identity, corporate structure or jurisdiction of organization in writing within ten any manner that would make any financing statement or continuation statement filed by VCI in accordance with paragraph (10a) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Purchaser at least five days’ prior written notice thereof and, to the extent necessary, shall have promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) VCI shall give the Purchaser at least ten days’ prior written notice of any change of location of VCI for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer VCI shall maintain (or shall cause its Sub-Servicer to 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 payment 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) VCI shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer VCI shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer VCI 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 6 contracts

Samples: Purchase Agreement (Volkswagen Auto Loan Enhanced Trust 2010-1), Purchase Agreement (Volkswagen Auto Loan Enhanced Trust 2010-1), Purchase Agreement (Volkswagen Auto Loan Enhanced Trust 2007-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph clause (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in clause (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Drive Auto Receivables Trust 2024-2), Sale and Servicing Agreement (Drive Auto Receivables Trust 2024-2), Sale and Servicing Agreement (Drive Auto Receivables Trust 2024-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize execute and file such financing statements filings, including, without limitation, filings with the Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be authorized executed and filed such continuation and other financing statementsfilings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the ownership interest of the Purchaser under this Agreement in Issuer and the Purchased Assets (to the extent that the first priority security interest of the Purchaser therein can be perfected Indenture Trustee in the Transition Property, including, without limitation, all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of the rights and interest in the Transition Property by the filing Seller to the Issuer or the pledge of a financing statement)the Issuer’s interest in the Transition Property to the Indenture Trustee. Santander Consumer The Seller shall deliver (or cause to be delivered) delivered to the Purchaser Issuer 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) Santander Consumer . The Seller shall notify institute any action or proceeding necessary to compel performance by the Purchaser PUCT, the State of Texas or any of their respective agents, of any of their obligations or duties under the Securitization Law, the Financing Order or the Issuance Advice Letter, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in writing within ten (10) days following the occurrence of each case as may be reasonably necessary (i) to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any change representation set forth in Santander Consumer’s organizational structure as a corporation, Article III or any covenant set forth in Article IV and (ii) to block or overturn any change in Santander Consumer’s “location” (within attempts to cause a repeal of, modification of or supplement to the meaning Securitization Law, the Financing Order, the Issuance Advice Letter or the rights of Section 9-307 Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest rights of the Issuer in or the Receivables Secured Parties. The costs of any such actions or (b) stating that, in the opinion of such counsel, no such action shall proceedings will be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 payable by the Purchaser (or any subsequent assignee of the Purchaser)Seller.

Appears in 5 contracts

Samples: Transition Property Purchase and Sale Agreement (AEP Texas Restoration Funding LLC), Transition Property Purchase and Sale Agreement (AEP Texas Restoration Funding LLC), Transition Property Purchase and Sale Agreement (AEP Texas Restoration Funding LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize execute and file such financing statements filings, including, without limitation, filings with the Michigan Department of State pursuant to the Statute, and cause to be authorized executed and filed such continuation and other financing statementsfilings, all in such manner and in such places as may be required by law to fully to preserve, maintain maintain, protect and protect perfect the ownership interest of the Purchaser under this Agreement in Issuer, and the Purchased Assets (Back-Up Security Interest pursuant to Section 2.01, and the extent that the first priority security interest of the Purchaser therein can be perfected Indenture Trustee in the Securitization Property, including, without limitation, all filings required under the Statute and the applicable UCC relating to the transfer of the ownership of the rights and interest in the Securitization Property by the filing Seller to the Issuer or the pledge of a financing statement)the Issuer’s interest in the Securitization Property to the Indenture Trustee. Santander Consumer The Seller shall deliver (or cause to be delivered) delivered to the Purchaser Issuer 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 Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State of Michigan or any of their respective agents of any of their obligations or duties under the Statute or the Financing Order and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (a) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (b) Santander Consumer shall notify to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Purchaser in writing within ten (10) days following Statute or the occurrence Financing Order, or the rights of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 Holders of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take all action prior Securitization Bonds by legislative enactment or constitutional amendment that would be materially adverse to making such change (the Issuer or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary the Secured Parties or advisable in the opinion which would otherwise cause an impairment of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest rights of the Issuer in or the Receivables Secured Parties, and the Seller will pay the costs of any such actions or (bproceedings. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(e) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, Indenture may be delayed (it being understood that the master computer records (including any backup archives) that refer Seller may be required to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose advance its own funds to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchasersatisfy its obligations hereunder).

Appears in 5 contracts

Samples: Securitization Property Purchase and Sale Agreement (DTE Electric Securitization Funding II LLC), Securitization Property Purchase and Sale Agreement (DTE Electric Securitization Funding II LLC), Securitization Property Purchase and Sale Agreement (DTE Electric Securitization Funding II LLC)

Protection of Title. (a) Santander Consumer COAF shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser therein can cannot be perfected by the filing of a financing statement). Santander Consumer COAF shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer COAF shall notify the Purchaser not change its name, identity, corporate structure or jurisdiction of organization in writing within ten any manner that would make any financing statement or continuation statement filed by COAF in accordance with paragraph (10a) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Purchaser at least five days’ prior written notice thereof and, to the extent necessary, shall have promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) COAF shall give the Purchaser at least five days’ prior written notice of any change of location of COAF for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer COAF shall maintain (or shall cause its Sub-Servicer to 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 payment 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) COAF shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer COAF shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer COAF 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 5 contracts

Samples: Purchase Agreement (Capital One Prime Auto Receivables Trust 2004-3), Purchase Agreement (Capital One Auto Finance Trust 2005-A), Purchase Agreement (Capital One Auto Finance Trust 2005-B-Ss)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller nor the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance). (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by VCI pursuant to Section 3.3 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2012-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2012-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall The Seller will notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser Issuer to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Seller will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Seller shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Seller shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Seller 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 Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer).

Appears in 5 contracts

Samples: Sale Agreement (Fifth Third Holdings Funding, LLC), Sale Agreement (Fifth Third Auto Trust 2014-2), Sale Agreement (Fifth Third Auto Trust 2013-1)

Protection of Title. (a) Santander Consumer The Bank shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest Receivables as well as any subsequent assignee of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Bank shall deliver (or cause to be delivered) to the Purchaser as well as any subsequent assignee of the Receivables file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall The Bank will notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Bank’s organizational structure as a corporationfederally chartered savings association, (ii) any change in Santander Consumerthe Bank’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Bank’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (c) Santander Consumer The Bank shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Bank shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Bank 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 5 contracts

Samples: Purchase Agreement (USAA Auto Owner Trust 2010-1), Purchase Agreement (USAA Auto Owner Trust 2010-1), Purchase Agreement (USAA Auto Owner Trust 2009-1)

Protection of Title. (a) Santander Consumer shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement). Santander Consumer shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause its Sub-Servicer to 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. (d) Santander Consumer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (de) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 4 contracts

Samples: Purchase Agreement (Santander Drive Auto Receivables LLC), Purchase Agreement (Santander Drive Auto Receivables LLC), Purchase Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer BANA shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the First Tier Purchaser under this Agreement in the Receivables listed on the Schedule of Receivables and the other First Tier Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Assets. Santander Consumer BANA shall deliver (or cause to be delivered) to the First Tier Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer BANA shall notify the First Tier Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander ConsumerBANA’s organizational structure as a corporation, (ii) any change in Santander ConsumerBANA’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerBANA’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the First Tier Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. BANA will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer BANA shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time on and after the conveyance under this Agreement of the ReceivablesReceivables listed on the Schedule of Receivables on the Closing Date, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the First Tier Purchaser (or any subsequent assignee of the First Tier Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer BANA shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer BANA shall give to such prospective purchaser, lender or other transferee computer tapes, records Records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any ReceivableReceivable listed on the Schedule of Receivables, shall indicate clearly that such Receivable has been sold and is owned by the First Tier Purchaser (or any subsequent assignee of the First Tier Purchaser).

Appears in 4 contracts

Samples: Purchase Agreement (Bank of America Auto Trust 2012-1), Purchase Agreement (Bank of America Auto Trust 2012-1), Purchase Agreement (Bank of America Auto Trust 2010-2)

Protection of Title. (a) Santander Consumer BAASC shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Third Tier Purchaser under this Agreement in the Receivables listed on the Schedule of Receivables and the other Third Tier Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Assets. Santander Consumer BAASC shall deliver (or cause to be delivered) to the Third Tier Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer BAASC shall notify the Third Tier Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander ConsumerBAASC’s organizational structure as a corporation, (ii) any change in Santander ConsumerBAASC’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerBAASC’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Third Tier Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. BAASC will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer BAASC shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time on and after the conveyance under this Agreement of the ReceivablesReceivables listed on the Schedule of Receivables on the Closing Date, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Third Tier Purchaser (or any subsequent assignee of the Third Tier Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer BAASC shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer BAASC shall give to such prospective purchaser, lender or other transferee computer tapes, records Records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any ReceivableReceivable listed on the Schedule of Receivables, shall indicate clearly that such Receivable has been sold and is owned by the Third Tier Purchaser (or any subsequent assignee of the Third Tier Purchaser).

Appears in 4 contracts

Samples: Purchase Agreement (Bank of America Auto Trust 2012-1), Purchase Agreement (Bank of America Auto Trust 2012-1), Purchase Agreement (Bank of America Auto Trust 2010-2)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2013-1), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2013-1), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2012-1)

Protection of Title. (a) Santander Consumer The Bank shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser FTH LLC under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser FTH LLC therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Bank shall deliver (or cause to be delivered) to the Purchaser FTH LLC file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall The Bank will notify the Purchaser FTH LLC in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Bank’s organizational structure as a banking corporation, (ii) any change in Santander Consumerthe Bank’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Bank’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser FTH LLC to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Bank will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Bank shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser FTH LLC (or any subsequent assignee of the PurchaserFTH LLC) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Bank shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Bank 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 Purchaser FTH LLC (or any subsequent assignee of the PurchaserFTH LLC).

Appears in 4 contracts

Samples: Receivables Sale Agreement (Fifth Third Auto Trust 2014-2), Receivables Sale Agreement (Fifth Third Auto Trust 2014-1), Receivables Sale Agreement (Fifth Third Auto Trust 2013-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause the its Sub-Servicer to maintain) in accordance with its computer systems so thatCustomary Servicing Practices 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 after deposited in the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Collection Account in such Receivable and that such Receivable is owned by such Person. Indication respect of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchasedReceivable. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2021-1), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2021-1), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2020-3)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).a

Appears in 4 contracts

Samples: Sale and Servicing Agreement, Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer BASHC shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Second Tier Purchaser under this Agreement in the Receivables listed on the Schedule of Receivables and the other Second Tier Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Assets. Santander Consumer BASHC shall deliver (or cause to be delivered) to the Second Tier Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer BASHC shall notify the Second Tier Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander ConsumerBASHC’s organizational structure as a corporation, (ii) any change in Santander ConsumerBASHC’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerBASHC’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Second Tier Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. BASHC will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer BASHC shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time on and after the conveyance under this Agreement of the ReceivablesReceivables listed on the Schedule of Receivables on the Closing Date, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Second Tier Purchaser (or any subsequent assignee of the Second Tier Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer BASHC shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer BASHC shall give to such prospective purchaser, lender or other transferee computer tapes, records Records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any ReceivableReceivable listed on the Schedule of Receivables, shall indicate clearly that such Receivable has been sold and is owned by the Second Tier Purchaser (or any subsequent assignee of the Second Tier Purchaser).

Appears in 4 contracts

Samples: Purchase Agreement (Bank of America Auto Trust 2012-1), Purchase Agreement (Bank of America Auto Trust 2012-1), Purchase Agreement (Bank of America Auto Trust 2010-2)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller or the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance). (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.4 hereof, repurchased by VCI pursuant to Section 3.4 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (other than any Purchased Asset with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller or the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s and Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of Issuer and has been pledged to the Purchaser)Indenture Trustee.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Capital One Prime Auto Receivables Trust 2005-1), Sale and Servicing Agreement (Capital One Prime Auto Receivables Trust 2007-1), Sale and Servicing Agreement (Capital One Prime Auto Receivables Trust 2007-2)

Protection of Title. (a) Santander Consumer FTH LLC shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser therein can cannot be perfected by the filing of a financing statement). Santander Consumer FTH LLC shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall FTH LLC will notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe FTH LLC’s organizational structure as a corporationlimited liability company, (ii) any change in Santander ConsumerFTH LLC’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe FTH LLC’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. FTH LLC will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer FTH LLC shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer FTH LLC shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer FTH LLC 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 3 contracts

Samples: Purchase Agreement (Fifth Third Auto Trust 2014-1), Purchase Agreement (Fifth Third Auto Trust 2013-1), Purchase Agreement (Fifth Third Auto Trust 2013-A)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer 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) Santander Consumer The Seller shall notify the Purchaser Issuer and the Indenture Trustee in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (c) Santander Consumer The Servicer shall maintain (or shall cause the its Sub-Servicer to maintain) in accordance with its computer systems so thatCustomary Servicing Practices 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 after deposited in the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Collection Account in such Receivable and that such Receivable is owned by such Person. Indication respect of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchasedReceivable. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Usaa Acceptance LLC), Sale and Servicing Agreement (Usaa Acceptance LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller or the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance). (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by VCI pursuant to Section 3.4 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. 30 Sale and Servicing Agreement (20[ ]-[ ]) (d) The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.. 32 Sale and Servicing Agreement (SDART 2022-6) (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2022-6), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2022-6)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer and the Indenture Trustee in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (c) Santander Consumer The Servicer shall maintain (or shall cause the its Sub-Servicer to maintain) in accordance with its computer systems so thatCustomary Servicing Practices 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 after deposited in the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Collection Account in such Receivable and that such Receivable is owned by such Person. Indication respect of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchasedReceivable. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2012-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2012-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2003-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2003-2)

Protection of Title. (a) Santander Consumer [Originator] shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser FTH LLC under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer [Originator] shall deliver (or cause to be delivered) to the Purchaser FTH LLC file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer [Originator] shall notify not change its name, identity, corporate structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by [Originator] in accordance with paragraph (a) above “seriously misleading” within the Purchaser meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given FTH LLC at least five (5) days prior written notice thereof and, to the extent necessary, shall have promptly filed amendments to previously filed financing statements or continuation statements described in writing within paragraph (a) above. (c) [Originator] shall give FTH LLC at least ten (10) days following the occurrence prior written notice of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (within the meaning of location of [Originator] for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser FTH LLC to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer [Originator] shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser FTH LLC (or any subsequent assignee of the PurchaserFTH LLC) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (de) If at any time Santander Consumer [Originator] shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer [Originator] 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 Purchaser FTH LLC (or any subsequent assignee of the PurchaserFTH LLC).

Appears in 2 contracts

Samples: Receivables Sale Agreement (Fifth Third Holdings Funding, LLC), Receivables Sale Agreement (Fifth Third Holdings Funding, LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer, the Grantor Trust and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer, the Grantor Trust or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumerthe Seller’s “location” name. The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements or continuation statements described in clause (a) above to maintain perfection of the Issuer and the Grantor Trust in the Receivables and shall have delivered to the Indenture Trustee within thirty (30) days after such change an Opinion of Counsel either (A) stating that, in the meaning opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Grantor Trust in the Receivables or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. 39 Sale and Servicing Agreement (BLAST 2024-3) (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph clause (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of Issuer and the Purchaser) Grantor Trust in such Receivable and that such Receivable is owned by such Personthe Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s, the Grantor Trust’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-3)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer and the Indenture Trustee in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (c) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by the Bank pursuant to Section 3.3 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (de) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (f) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (g) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2009-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2008-3)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or cause its subservicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause the Servicer its subservicer to maintain) its maintain)its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer (or its assignee) and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Americas Carmart Inc), Sale and Servicing Agreement (Americas Carmart Inc)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably 31 Sale and Servicing Agreement (DRIVE 2018-1) necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer 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) Santander Consumer The Seller shall notify the Purchaser Issuer and the Indenture Trustee in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (c) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sellfull, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 repurchased by the Purchaser (or any subsequent assignee Bank pursuant to Section 3.4 of the Purchaser)Purchase Agreement or purchased by the Servicer in accordance with Section 3.6 hereof.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Usaa Acceptance LLC), Sale and Servicing Agreement (Usaa Acceptance LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer and the Indenture Trustee in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (c) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 28 Sale and Servicing Agreement (USAA 2010-1) 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. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by the Bank pursuant to Section 3.3 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (de) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (f) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (g) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2010-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2010-1)

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Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.. 32 Sale and Servicing Agreement (SDART 2022-5) (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2022-5), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2022-5)

Protection of Title. (a) Santander Consumer FTH LLC shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer FTH LLC shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer FTH LLC shall notify the Purchaser not change its name, identity, corporate structure or jurisdiction of organization in writing within ten any manner that would make any financing statement or continuation statement filed by FTH LLC in accordance with paragraph (10a) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Purchaser at least five days’ prior written notice thereof and, to the extent necessary, shall have promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) FTH LLC shall give the Purchaser at least ten days’ prior written notice of any change of location of FTH LLC for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer FTH LLC shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (de) If at any time Santander Consumer FTH LLC shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer FTH LLC 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Purchase Agreement (Fifth Third Holdings Funding, LLC), Purchase Agreement (Fifth Third Holdings Funding, LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer 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) Santander Consumer The Seller shall notify the Purchaser Issuer and the Indenture Trustee in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (c) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer 708320802 14443670 28 SALE AND SERVICING AGREEMENT (USAA 2014-1) systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by the Bank pursuant to Section 3.3 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (de) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (f) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (g) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2014-1), Sale and Servicing Agreement (Usaa Acceptance LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer, the Grantor Trust and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer, the Grantor Trust or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumerthe Seller’s “location” name. The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements or continuation statements described in clause (a) above to maintain perfection of the Issuer and the Grantor Trust in the Receivables and shall have delivered to the Indenture Trustee within thirty (30) days after such change an Opinion of Counsel either (A) stating that, in the meaning opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Grantor Trust in the Receivables or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. 39 Sale and Servicing Agreement (BLAST 2024-4) (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph clause (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of Issuer and the Purchaser) Grantor Trust in such Receivable and that such Receivable is owned by such Personthe Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s, the Grantor Trust’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-4), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-4)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. 29 Sale and Servicing Agreement (2016-2) (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer VCI shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer VCI shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer VCI shall notify the Purchaser not change its name, identity, corporate structure or jurisdiction of organization in writing within ten any manner that would make any financing statement or continuation statement filed by VCI in accordance with paragraph (10a) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Purchaser at least five days’ prior written notice thereof and, to the extent necessary, shall have promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) VCI shall give the Purchaser at least thirty days’ prior written notice of any change of location of VCI for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer VCI shall maintain (or shall cause its Sub-Servicer to 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 payment 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) VCI shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer VCI shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer VCI 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Purchase Agreement (Volkswagen Auto Loan Enhanced Trust 2003-2), Purchase Agreement (Volkswagen Auto Loan Enhanced Trust 2003-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s “location” (above "seriously misleading" within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days' prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) The Seller shall give the Issuer and the Indenture Trustee at least five days' prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Person’s the Issuer's interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer's (or any subsequent assignee Sub-Servicer's) records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer's Certificate's furnished before such request indicating removal of Receivables from the Issuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Capital One Auto Receivables LLC), Sale and Servicing Agreement (Capital One Prime Auto Receivables Trust 2003-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller nor the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s “location” (above "seriously misleading" within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days' prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) The Seller shall give the Issuer and the Indenture Trustee at least five days' prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Person’s the Issuer's interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer's (or any subsequent assignee Sub-Servicer's) records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Public Auto Loan Securitization LLC), Sale and Servicing Agreement (Vw Credit Leasing LTD)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. 28 Sale and Servicing Agreement (2013-3) (d) The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2013-3), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2013-3)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph clause (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in clause (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the PurchaserNoteholders. 33 Sale and Servicing Agreement (SDART 2024-4).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2024-4), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2024-4)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer 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) Santander Consumer The Seller shall notify the Purchaser Issuer and the Indenture Trustee in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (c) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by the Bank pursuant to Section 3.3 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (de) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. 716542789 15481814 28 Sale and Servicing Agreement (USAA 2015-1) (f) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (g) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Usaa Acceptance LLC), Sale and Servicing Agreement (USAA Auto Owner Trust 2015-1)

Protection of Title. (a) Santander Consumer FTH LLC shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser therein can cannot be perfected by the filing of a financing statement). Santander Consumer FTH LLC shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall FTH LLC will notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander ConsumerFTH LLC’s organizational structure as a corporationlimited liability company, (ii) any change in Santander ConsumerFTH LLC’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerFTH LLC’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. FTH LLC will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer FTH LLC shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer FTH LLC shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer FTH LLC 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Purchase Agreement (Fifth Third Holdings Funding, LLC), Purchase Agreement (Fifth Third Auto Trust 2014-2)

Protection of Title. (a) Santander Consumer VCI shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer VCI shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer VCI shall notify the Purchaser not change its name, identity, corporate structure or jurisdiction of organization in writing within ten any manner that would make any financing statement or continuation statement filed by VCI in accordance with paragraph (10a) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (above "seriously misleading" within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Purchaser at least five days' prior written notice thereof and, to the extent necessary, shall have promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) VCI shall give the Purchaser at least ten days' prior written notice of any change of location of VCI for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer VCI shall maintain (or shall cause its Sub-Servicer to 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 payment 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) VCI shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s 's interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer VCI shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer VCI 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Purchase Agreement (Volkswagen Public Auto Loan Securitization LLC), Purchase Agreement (Vw Credit Leasing LTD)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer 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) Santander Consumer The Seller shall notify the Purchaser Issuer and the Indenture Trustee in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, name and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (c) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 29 Sale and Servicing Agreement (USAA 2016-1) 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. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Bank pursuant to Section 3.4 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (de) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (f) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours, to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (g) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2016-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2016-1)

Protection of Title. (a) Santander Consumer Colonial shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement). Santander Consumer Colonial shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Colonial shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander ConsumerColonial’s organizational structure as a corporation, (ii) any change in Santander ConsumerColonial’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerColonial’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer Colonial shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer Colonial shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer Colonial 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Purchase Agreement (Americas Carmart Inc), Purchase Agreement (Americas Carmart Inc)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the PurchaserNoteholders. 32 Sale and Servicing Agreement (SDART 2017-3).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer COAF shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement)Receivables. Santander Consumer COAF shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer COAF shall notify the Purchaser not change its name, identity, corporate structure or jurisdiction of organization in writing within ten any manner that would make any financing statement or continuation statement filed by COAF in accordance with paragraph (10a) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (above "seriously misleading" within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Purchaser at least five days' prior written notice thereof and, to the extent necessary, shall have promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) COAF shall give the Purchaser at least five days' prior written notice of any change of location of COAF for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer COAF shall maintain (or shall cause its Sub-Servicer to 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 payment 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) COAF shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s Xxxxx'x interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer COAF shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer COAF 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Purchase Agreement (Capital One Auto Receivables LLC), Purchase Agreement (Capital One Prime Auto Receivables Trust 2003-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the PurchaserNoteholders. 33 Sale and Servicing Agreement (SDART 2021-4).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2021-4), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2021-4)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. 30 Sale and Servicing Agreement (2013-2) (d) The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2013-2), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2013-2)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller or the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance). (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sellfull, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 repurchased by the Purchaser (or any subsequent assignee Seller pursuant to Section 2.3 hereof, repurchased by VCI pursuant to Section 3.3 of the Purchaser)Purchase Agreement or purchased by the Servicer in accordance with Section 3.6 hereof.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Sale and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Protection of Title. (a) Santander Consumer shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser therein can cannot be perfected by the filing of a financing statement). Santander Consumer shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto hereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve pursue and protect such interest. (c) Santander Consumer shall maintain (or shall cause its Sub-Servicer to 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 payment 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. (d) Santander Consumer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (de) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Purchase Agreement (Santander Drive Auto Receivables Trust 2010-1), Purchase Agreement (Santander Drive Auto Receivables Trust 2010-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s 28 Sale and Servicing Agreement (2012-5) interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2012-5), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2012-5)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph clause (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in clause (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the PurchaserNoteholders. 33 Sale and Servicing Agreement (SDART 2024-3).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2024-3), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2024-3)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporationlimited liability company, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictionsUCC) and (iii) any change in Santander Consumerthe Seller’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser Issuer to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Seller will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Seller shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Seller shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Seller 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 Purchaser Issuer (or any subsequent assignee of the PurchaserIssuer).

Appears in 2 contracts

Samples: Sale Agreement (Capital One Auto Receivables LLC), Sale Agreement (Capital One Auto Receivables LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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. 32 Sale and Servicing Agreement (SDART 2020-4) (e) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2020-4), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2020-4)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.. 29 Sale and Servicing Agreement (2016-1) (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Receivables listed on the Schedule of Receivables and the other Purchased Assets (to Assets. the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement). Santander Consumer Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, (ii) any change in Santander Consumerthe Seller’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Seller’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. the Indenture Trustee Seller will at all times maintain its “location” within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Seller shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time on and after the conveyance under this Agreement of the ReceivablesReceivables listed on the Schedule of Receivables on the Closing Date, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Seller shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records Records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any ReceivableReceivable listed on the Schedule of Receivables, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Purchase Agreement (Bank of America Auto Receivables Securitization, LLC), Purchase Agreement (Bank of America Auto Receivables Securitization, LLC)

Protection of Title. (a) Santander Consumer BAC shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser therein can be perfected by the filing of a financing statement). Santander Consumer BAC shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer BAC shall notify the Purchaser in writing within ten (10) days Business Days following the occurrence of (i) any change in Santander ConsumerBAC’s organizational structure as a corporation, (ii) any change in Santander ConsumerBAC’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerBAC’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph clause (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer BAC shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer BAC shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer BAC 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Purchase Agreement (Bridgecrest Lending Auto Securitization Trust 2024-4), Purchase Agreement (Bridgecrest Lending Auto Securitization Trust 2024-4)

Protection of Title. (a) Santander Consumer The Bank shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Depositor under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Depositor therein can be perfected by the filing of a financing statement). Santander Consumer The Bank shall deliver (or cause to be delivered) to the Purchaser Depositor file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Bank shall notify the Purchaser Depositor in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Bank’s organizational structure as a corporationnational banking association, (ii) any change in Santander Consumerthe Bank’s “location” (within the meaning of Section 9-9- 307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Bank’s name, and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser Depositor to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Bank will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Bank shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the ReceivablesReceivables on the Closing Date, the master computer records (including any backup archives, it being understood that any such backup archives may not reflect such interest until thirty-five (35) days after the applicable changes are made to such master computer records) that refer to a Receivable shall indicate clearly the interest of the Purchaser Depositor (or any subsequent assignee of the PurchaserDepositor) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Bank shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Bank 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 Purchaser Depositor (or any subsequent assignee of the PurchaserDepositor).

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer, the Note Insurer, and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer, the Note Insurer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller or the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer, the Note Insurer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above. (c) The Seller shall give the Issuer, the Note Insurer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Indenture Secured Parties pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Indenture Secured Parties.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Capital One Auto Receivables LLC), Sale and Servicing Agreement (Capital One Auto Finance Trust 2004-A)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer, the Grantor Trust and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer, the Grantor Trust or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumerthe Seller’s “location” name. The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements or continuation statements described in clause (a) above to maintain perfection of the Issuer and the Grantor Trust in the Receivables and shall have delivered to the Indenture Trustee within thirty (30) days after such change an Opinion of Counsel either (A) stating that, in the meaning opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Grantor Trust in the Receivables or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph clause (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of Issuer and the Purchaser) Grantor Trust in such Receivable and that such Receivable is owned by such Personthe Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s, the Grantor Trust’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-1), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-1)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser file-Issuer file - stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumerthe Seller’s “location” name. The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and shall have delivered to the Indenture Trustee within thirty (30) days after such change an Opinion of (c) The Seller shall give the meaning Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-9 - 307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or cause its subservicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause the Servicer its subservicer to maintain) its maintain)its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer (or its assignee) and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. . (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer (or any subsequent assignee its assignee) and has been pledged to the Indenture Trustee on behalf of the Purchaser).Noteholders. SECTION 9.3

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Americas Carmart Inc), Sale and Servicing Agreement (Americas Carmart Inc)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer, the Grantor Trust and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer, the Grantor Trust or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumerthe Seller’s “location” name. The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements or continuation statements described in clause (a) above to maintain perfection of the Issuer and the Grantor Trust in the Receivables and shall have delivered to the Indenture Trustee within thirty (30) days after such change an Opinion of Counsel either (A) stating that, in the meaning opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Grantor Trust in the Receivables or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph clause (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of Issuer and the Purchaser) Grantor Trust in such Receivable and that such Receivable is owned by such Personthe Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s, the Grantor Trust’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-2), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-2)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer None of the Issuer, the Seller nor the Servicer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s its name, identity, organizational structure as a corporation, or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Seller in accordance with paragraph (iia) any change in Santander Consumer’s above locationseriously misleading(within the meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it shall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof and, to the extent necessary, has promptly filed amendments to previously filed financing statements or continuation statements described in paragraph (a) above (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance). (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such 27 Sale and Servicing Agreement Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of such Personthe Issuer’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full full, repurchased by the Seller pursuant to Section 2.3 hereof, repurchased by VCI pursuant to Section 3.3 of the Purchase Agreement or repurchasedpurchased by the Servicer in accordance with Section 3.6 hereof. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser Issuer and has been pledged to the Indenture Trustee. (g) The Servicer, upon receipt of reasonable prior notice, shall permit the Indenture Trustee, the Owner Trustee and their respective agents at any time during normal business hours to inspect, audit and, to the extent permitted by applicable law, make copies of and abstracts from Servicer’s (or any subsequent assignee Sub-Servicer’s) records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Issuer or to the Indenture Trustee, within thirty Business Days, a list of all Receivables (by contract number and name of Obligor) then owned by the Issuer, together with a reconciliation of such list to each of the Purchaser)Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2012-2), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2012-2)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander ConsumerSeller’s name, and (A) . The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer in the Receivables and (B) shall deliver have delivered to the Indenture Trustee within 30 thirty (30) days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC 30 Sale and Servicing Agreement (2017-2) and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2017-2)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer, the Grantor Trust and the Indenture Trustee under this Agreement in the Purchased Assets (to the extent that the interest of the Purchaser Issuer, the Grantor Trust or the Indenture Trustee therein can be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.. 38 Sale and Servicing Agreement (BLAST 2023-1) (b) Santander Consumer The Seller shall notify the Purchaser Issuer in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Seller’s organizational structure as a corporation, limited liability company and (ii) any change in Santander Consumerthe Seller’s “location” name. The Seller shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary to amend all previously filed financing statements or continuation statements described in paragraph (a) above to maintain perfection of the Issuer and the Grantor Trust in the Receivables and shall have delivered to the Indenture Trustee within thirty (30) days after such change an Opinion of Counsel either (A) stating that, in the meaning opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Grantor Trust in the Receivables or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestabove. (cd) Santander Consumer The Servicer shall maintain (or shall cause its Sub-Servicer to maintain) in accordance with its Customary Servicing Practices 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of Issuer and the Purchaser) Grantor Trust in such Receivable and that such Receivable is owned by such Personthe Grantor Trust and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s, the Grantor Trust’s and the Indenture Trustee’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the PurchaserNoteholders. 39 Sale and Servicing Agreement (BLAST 2023-1).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2023-1), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2023-1)

Protection of Title. (a) Santander Consumer shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser therein can cannot be perfected by the filing of a financing statement). Santander Consumer shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer shall notify the Purchaser in writing within ten (10) days following the occurrence of (i) any change in Santander Consumer’s organizational structure as a corporation, (ii) any change in Santander Consumer’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s name, and (A) shall take have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer shall maintain (or shall cause its Sub-Servicer to 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. (d) Santander Consumer shall maintain (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (de) If at any time Santander Consumer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee of the Purchaser).

Appears in 2 contracts

Samples: Purchase Agreement (Santander Drive Auto Receivables LLC), Purchase Agreement (Santander Drive Auto Receivables LLC)

Protection of Title. (a) Santander Consumer The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser Issuer and the Indenture Trustee under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser Issuer or the Indenture Trustee therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Seller shall deliver (or cause to be delivered) to the Purchaser Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer Neither the Seller nor the Servicer shall notify change its name, identity, organizational structure or jurisdiction of organization in any manner that would make any financing statement or continuation statement filed by the Purchaser Seller in writing accordance with paragraph (a) above “seriously misleading” within ten (10) days following the occurrence meaning of Sections 9-506, 9-507 or 9-508 of the UCC, unless it (i) any change in Santander Consumer’s organizational structure as a corporationshall have given the Issuer and the Indenture Trustee at least five days’ prior written notice thereof, (ii) any change in Santander Consumer’s “location” (within to the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumer’s nameextent necessary, and (A) shall take all action prior to making such change (or shall have made arrangements promptly filed amendments to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (Biii) shall deliver have delivered to the Indenture Trustee within 30 days after such change an Opinion of Counsel either (aA) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (bB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. (c) Santander Consumer The Seller shall give the Issuer and the Indenture Trustee at least five days’ prior written notice of any change of location of the Seller for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable to amend all previously filed financing statements or continuation statements described in paragraph (a) above. (d) The Servicer shall maintain (or shall cause its Sub-Servicer to 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 (or shall cause its Sub-Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser (or any subsequent assignee of the Purchaser) Issuer in such Receivable and that such Receivable is owned by such Personthe Issuer and has been pledged to the Indenture Trustee on behalf of the Noteholders pursuant to the Indenture. Indication of such Personthe Issuer’s and the Indenture Trustee’s 28 Sale and Servicing Agreement (2011-3) interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (df) If at any time Santander Consumer the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer 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 Purchaser (or any subsequent assignee Issuer and has been pledged to the Indenture Trustee on behalf of the Purchaser)Noteholders.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2011-3), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2011-3)

Protection of Title. (a) Santander Consumer The Bank shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser FTH LLC under this Agreement in the Purchased Assets Receivables (other than any Related Security with respect thereto, to the extent that the interest of the Purchaser FTH LLC therein can cannot be perfected by the filing of a financing statement). Santander Consumer The Bank shall deliver (or cause to be delivered) to the Purchaser FTH LLC file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Santander Consumer The Bank shall notify the Purchaser FTH LLC in writing within ten (10) days following the occurrence of (i) any change in Santander Consumerthe Bank’s organizational structure as a corporationnational banking association, (ii) any change in Santander Consumerthe Bank’s “location” (within the meaning of Section 9-307 of the UCC of all applicable jurisdictions) and (iii) any change in Santander Consumerthe Bank’s name, name and (A) shall take all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not practicable to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser FTH LLC to amend all previously filed financing statements or continuation statements described in paragraph (a) above and (B) shall deliver to above. The Bank will at all times maintain its “location” within the Indenture Trustee within 30 days after such change an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Receivables or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestUnited States. (c) Santander Consumer The Bank shall maintain (or shall cause the Servicer to maintain) its computer systems so that, from time to time after the conveyance under this Agreement of the Receivables, the master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Purchaser FTH LLC (or any subsequent assignee of the PurchaserFTH LLC) in such Receivable and that such Receivable is owned by such Person. Indication of such Person’s interest in a Receivable shall not be deleted from or modified on such computer systems until, and only until, the related Receivable shall have been paid in full or repurchased. (d) If at any time Santander Consumer the Bank shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, Santander Consumer the Bank 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 Purchaser FTH LLC (or any subsequent assignee of the PurchaserFTH LLC).

Appears in 2 contracts

Samples: Receivables Sale Agreement (Fifth Third Auto Trust 2023-1), Receivables Sale Agreement (Fifth Third Auto Trust 2023-1)

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