Re-Xxxxxxx Trigger Events. Upon the occurrence of a Re-Xxxxxxx Trigger Event, at the direction of the Trust or, upon the pledge of such property to the Administrative Agent pursuant to the Loan and Security Agreement, the Administrative Agent, the Transferor shall, and the Transferor shall direct and cause any Title Lien Nominee (if not and Affiliate of the Transferor) to and shall cooperate with the Servicer to, take all steps necessary to cause the Certificate of Title or other evidence of ownership of the related Financed Vehicles (or if such Re-Xxxxxxx Trigger Event relates to (i) one or more States, the related Financed Vehicles titled in such State or (ii) a Title Lien Nominee, the related Financed Vehicles liened in the name of such Title Lien Nominee) to be revised to name the Administrative Agent or its designee as lienholder. In addition, at the sole expense of the Administrative Agent and the Lenders, upon the request of the Administrative Agent, the Transferor shall, and the Transferor shall direct and cause any Title Lien Nominee (if not an Affiliate of the Transferor) and shall cooperate with the Servicer to, take all steps necessary to cause the Certificate of Title or other evidence of ownership of the related Financed Vehicles identified, individually or by characteristic, by the Administrative Agent to be revised to name the Administrative Agent or its designee as lienholder. The Transferor shall cause any Title Lien Nominee to irrevocably appoint the Administrative Agent as its attorney-in-fact, such appointment being coupled with an interest, to take any and all steps required to be performed pursuant to this Section 2.4, including execution of Certificates of Title or any other documents in the name of the Transferor or such Title Lien Nominee.
Appears in 4 contracts
Samples: Master Transfer Agreement, Master Transfer Agreement (Carvana Co.), Master Transfer Agreement (Carvana Co.)
Re-Xxxxxxx Trigger Events. Upon the occurrence of a Re-Xxxxxxx Trigger Event, at the direction of the Trust or, upon the pledge of such property to the Administrative Agent pursuant to the Loan and Security Agreement, the Administrative AgentPurchasers, the Transferor shall, and the Transferor shall direct and cause any Affiliate that is a Title Lien Nominee (if not and Affiliate of the Transferor) to and shall cooperate with the Servicer to, take all steps necessary to cause the Certificate of Title or other evidence of ownership of the related Financed Vehicles (or if such Re-Xxxxxxx Trigger Event relates to (i) one or more States, the related Financed Vehicles titled in such State States or (ii) a Title Lien Nominee, the related Financed Vehicles liened in the name of such Title Lien Nominee) to be revised to name the Administrative Agent Purchasers or its their designee as lienholder; any Re-Xxxxxxx Expenses shall be paid by the Servicer, and to the extent such costs are not paid by the Servicer but are paid by the Purchasers, such costs shall be recovered by adjusting the Second Step Receivables Purchase Price for an upcoming Receivables Pool as described in Section 2.2 and Schedule 2 attached to the related Pool Supplement. In addition, at the sole expense of the Administrative Agent and the LendersPurchasers, upon the request of the Administrative AgentPurchasers, the Transferor shall, and the Transferor shall direct and cause the any Affiliate that is a Title Lien Nominee (if not an Affiliate of the Transferor) and shall cooperate with the Servicer to, take all steps necessary to cause the Certificate of Title or other evidence of ownership of the related Financed Vehicles identified, individually or by characteristic, by the Administrative Agent Purchasers to be revised to name the Administrative Agent Purchasers or its their designee as lienholder. The Purchasers shall not direct the Servicer or the Transferor to take any steps to cause the Certificate of Title or other evidence of ownership of the related Financed Vehicle to be revised to name any other Person. The Transferor shall cause any Affiliate that is a Title Lien Nominee to irrevocably appoint or cause each relevant subservicer to irrevocably appoint, the Administrative Agent Purchasers as its attorney-in-fact, such appointment being coupled with an interest, to take any and all steps required to be performed pursuant to this Section 2.42.7, including execution of Certificates of Title or any other documents in the name of the Transferor or such Title Lien NomineeNominee and, in connection with the appointment of any successor Servicer, to execute a power of attorney with respect to such successor Servicer promptly after its appointment as such, naming such successor Servicer as its attorney-in-fact for the same purposes.
Appears in 2 contracts
Samples: Master Purchase and Sale Agreement, Master Purchase and Sale Agreement (Carvana Co.)